LONDON CONTRACTS AND SUPPLIES GROUP JOINT AGREEMENT
CONTRACT FOR THE
SUPPLY AND DELIVERY OF;
1. OFFICE STATIONERY
2. OFFICE MACHINES
3. ELECTRONIC OFFICE SUPPLIES (EOS)
PERIOD: 1 APRIL 2010 TO 31 MARCH 2014
Framework Agreement Page 3
Terms and Conditions Page 11
Service Specification Page 55
Pricing Documentation Page 83
Draft Access Agreement Page 141
Method Statements Page 149
THIS AGREEMENT is made this ........ day of...................
1. The Mayor and Burgesses of the London Borough of Havering, of Town
Hall, Main Road, Romford, Essex, RM1 3BB (the “Council”)
2. Office Depot (UK) Ltd whose registered company number is 2654582 and
whose registered office is situate at 501 Beaumont Leys Lane, Leicester, LE4
2BN ("the Contractor").
(A) Acting as lead authority for itself and the other members of the London
Contracts and Supplies Group, the Council issued an invitation to tender on
25 August 2009 for the supply and delivery of office stationery, office
machines and electronic office supplies (EOS)
(B) The Contractor submitted a tender in response to the invitation to tender
offering to supply and deliver the said office stationery, office machines and
electronic office supplies to the Council and the other Participating Bodies.
(C) The parties hereby agree that the Contractor shall provide the relevant office
stationery, office machines and electronic office supplies to the Participating
Bodies in accordance with the terms and conditions of this Contract.
1.1 In this Framework Agreement, wherever the following words and
expressions are used they shall, except where the context requires
otherwise, have the meanings hereby assigned to them:
1.1.1 “Access Agreement” means the agreement entered into between the
Participating Body and the Contractor in order to set up a Service
Contract, the form of which is set out in Schedule 4 hereto.
1.1.2 “Commencement Date” means 1 April 2010.
1.1.3 “Contract Conditions” means the contract conditions annexed hereto as
Schedule 1 which shall apply to each Service Contract.
1.1.4 “Contract Documents” means the documents which make up a Service
Contract (other than the Special Conditions and the Access Agreement)
including the Contract Conditions, the Specification, the Letter of
Acceptance, the Method Statement, the Pricing Schedules and the Form
1.1.5 “Framework Agreement” means this framework agreement and its
1.1.6 “Lead Authority” means the lead authority, being the Council who shall act
as the co-ordinator of all the arrangements and Service Contracts set up
by this Framework Agreement.
1.1.7 “Letter of Acceptance” means the letter of acceptance issued by the
Council in its capacity as Lead Authority under which it accepts the
1.1.8 The London Contracts and Supplies Group” or “LCSG" means the
organisation representing 32 London Boroughs, the Corporation of London
and other public sector organisations (“LCSG Members”), committed to
achieving value for money through collaborative working.
1.1.9 “Participating Body” means any public body being a member of the LCSG
which enters into a Service Contract with the Contractor which for the
avoidance of doubt shall include the Council.
1.1.10 “Party” means the Contractor or the Council.
1.1.11 “Schedule” means a schedule attached to and forming part of this
1.1.12 “Services” means the services set out in the Specification which are the
subject matter of this Framework Agreement.
1.1.13 “Service Contract” means the entire agreement between each
Participating Body and the Contractor as set up under the Framework
Agreement, which shall be governed by the terms and conditions set out in
the Contract Documents, the Access Agreement, plus any Special
1.1.14 “Service Contract Commencement Date” means the date on which a
Service Contract starts.
1.1.15 “Special Conditions” means the special terms, specific to a particular
Participating Body’s Service Contract which shall be agreed by the
Contractor and that Participating Body as part of the relevant Access
1.1.6 “Tender” means the Contractor’s successful tender for the Services.
1.2 The headings in this Framework Agreement shall not be deemed to be
part of this Contract or be taken into consideration in the interpretation or
construction of this Contract.
1.3 Words denoting the singular shall include the plural and vice versa, words
denoting the masculine gender shall include the feminine gender and vice
versa and words importing persons or parties shall include partnerships,
corporations and any organisations having legal capacity.
1.4 References to any statutory provisions are to be construed as references
to the statutory provision as for the time being amended or modified or to
any statutory provision for the time being replacing or amending the same
(which shall include any orders or regulations under such provisions).
1.5 References to personnel, staff and managers of the Contractor shall
include references to all persons engaged by the Contractor in the
performance of the Service and shall (if the context so permits) include
references to the personnel and managers of any sub-Contractors of the
1.6 Reference to any contract or documents include a reference to the
Contract or document as amended, supplemented, substituted, novated or
1.7 References to Clauses and Schedules are (except where the context
requires otherwise) to the clauses of and schedules to this Framework
1.8 In the case of any conflict, the Clauses shall take precedence over the
1.9 Words in this Contract shall bear their natural meaning unless the Contract
2.1 This Framework Agreement shall commence on 1 April 2010 and subject
to the provisions for earlier termination set out herein shall continue in
force for four years, unless terminated earlier in accordance with its terms.
3. Contractual Obligations
3.1 The Contractor shall deliver the Services in accordance with the terms and
conditions of this Framework Agreement and the Contract Documents.
3.2 The Council shall pay the Contractor in accordance with the terms and
conditions of this Framework Agreement and the Contract Documents.
3.3 Each party shall appoint a representative and notify the other of his/her
name and contract details and any authorised deputies. These
representatives shall be responsible for liaising with each other on all
matters arising out of the Framework Agreement.
4. Right of Participation
4.1 Any public body which is a member of LCSG shall be entitled to enter into
a Service Contract with the Contractor for the provision of the Services by
the Contractor in accordance with the Contract Documents by signing an
Access Agreement provided that the Lead Authority authorises such
Access Agreement by providing written confirmation of such authorisation
to the Contractor and the relevant Participating Body.
4.2 Each Access Agreement shall include (a) any Special Conditions agreed
between the relevant Participating Body and the Contractor and (b) details
of (without limitation) the public body’s name and address and the identity
of the relevant Authorised Officer and Account Manager (as defined in the
Contract Conditions) and the Service Contract Commencement Date.
4.3 From the date of the relevant Access Agreement the relevant public body
shall become a Participating Body for the purposes of this Framework
Agreement and shall thenceforth be entitled to require the Contractor to
provide the Services in consideration of paying for such Services.
4.4 Special Conditions agreed between the Contractor and the relevant
Participating Bodies will be set out in the relevant Access Agreement.
4.5 Under the Contracts (Rights of Third Parties) Act 1999, each of the
Participating Bodies shall be able to enforce the terms of this Framework
Agreement against the Contractor and vice versa provided that nothing in
this Framework Agreement shall make any Participating Body liable for the
obligations of another Participating Body hereunder.
4.6 Should the Service Contract between any Participating Body and the
Contractor be terminated, such termination will not affect the Service
Contracts between the other Participating Bodies and the Contractor.
5. Lead Authority
5.1 As this Framework Agreement sets out a framework for the Participating
Bodies to contract with the Contractor for the provision of the Services,
one Participating Body needs to be appointed as Lead Authority. The role
of the Lead Authority is to co-ordinate agreed London-wide changes to the
Contract Documents and maintain a list of Participating Bodies. The
Contractor shall correspond with the Lead Authority on such matters.
5.2 The Council shall be the Lead Authority for the purposes of this
5.3 The Lead Authority shall not be liable for, and the Contractor shall fully
indemnify the Lead Authority against all actions, claims, costs, expenses
and damages brought against or suffered by the Lead Authority arising out
of this Framework Agreement except where such actions, claims, costs,
expenses and damages brought against or suffered by the Lead Authority
are due to the negligence of the Lead Authority.
6. Contract Monitoring
6.1 The Contractor shall provide monthly returns to the Lead Authority
detailing all chargeable activity broken down by product spend occurring in
the relevant month in respect of each Participating Body.
6.2 The Contractor will also provide any other information that the Lead
Authority requests within 10 working days of such request.
7.1 All notices shall be in English and made in writing and unless delivered
personally shall be sent by first class pre-paid post or fax to the parties at
their addresses shown at the head of this Framework Agreement.
7.2 A notice served personally shall be deemed served immediately.
7.3 A notice posted in Great Britain to an address in Great Britain shall be
deemed to have been served at 10.00 a.m. on the second Working Day
after the date of posting unless proved otherwise.
7.4 A notice sent by fax shall be deemed to have been served two hours after
dispatch, if dispatched on a Working Day before 15.00 pm; or in any other
case, at 10.00 a.m. on the Working Day after the date of dispatch.
8. Amendments to this Framework Agreement and/or the Contract
8.1 A variation to this Framework Agreement and/or the Contract Documents
shall be effective only if the Lead Authority and the Contractor agree such
variation in writing.
8.2 The Contractor shall ensure that every Access Agreement contains a
provision that any variation to this Contract made in accordance with
Clause 7.1 above shall apply to each Service Contract as though such
variation was made between the parties to each Service Contract.
8.3 Any ambiguities or discrepancies in the Contract Documents shall be
resolved by the Council who shall issue to the Contractor an appropriate
instruction in writing and the Contractor shall carry out and be bound by
9.1 Copyright in the Contract Documents shall vest in the Council though the
Contractor may make, at its own expense, any further copies required for
use by the Contractor solely in the performance of the Service.
10.1 The Council may terminate this Framework Agreement for any reason and
at its sole discretion by giving the Contractor six months written notice of
10.2 Where the Lead Authority terminates this Framework Agreement the
Contractor and the other Participating Bodies may decide that the
Contractor should continue to provide the Services to the Participating
Bodies provide that the Contractor and the Participating Bodies indemnify
the Lead Authority against any liability arising after the date of the
termination of this Framework Agreement in respect of the Services.
11. The Contract Documents shall comprise:-
this Framework Agreement
the Contract Conditions (schedule 1)
the Specifications (schedule 2)
the Pricing Document (schedule 3)
the Draft Access Agreement (schedule 4)
the Method Statements (schedule 5)
IN WITNESS whereof the parties have executed this Framework Agreement as a
Deed the day and year first before written:
The Common Seal of the Mayor )
and Burgesses of the London )
Borough of Havering )
was hereunto affixed )
in the presence of:- )
Signed as a Deed by Office Depot (UK) Ltd
TERMS AND CONDITIONS
CONDITIONS OF CONTRACT ......................................................................14
1. Definitions and Interpretation..................................................................14
2. Form of Contract ....................................................................................15
4. Council’s Representative ........................................................................16
5. The Contractor’s Obligations ..................................................................16
6. The Contractor’s Personnel ....................................................................18
7. Contractor’s Contract Management ........................................................19
8. Modifications ..........................................................................................20
9. Guarantee ..............................................................................................22
10. Confidentiality .......................................................................................22
11. Data Protection .....................................................................................23
12. Copyright ..............................................................................................24
13. Health, Safety and Fire Requirements .................................................24
14. Equal Opportunities ..............................................................................25
15. Gratuities ..............................................................................................26
16. Indemnity and Insurance ......................................................................26
17. Use of Council’s resources ...................................................................29
19. Contractor’s Resources ........................................................................33
20. Royalties and Patent Rights .................................................................33
21. Invoices and Payments ........................................................................33
22. Value Added Tax ..................................................................................34
23. Performance Monitoring .......................................................................34
24. Retention of Documents, Access and Inspection .................................35
25. Unsatisfactory Performance .................................................................36
26. Assignment and Sub-Contracting .........................................................36
27. Assistance in Legal Proceedings ..........................................................37
28. Bribery and Corruption .........................................................................37
29. Termination ..........................................................................................38
30. Consequences of Termination..............................................................39
31. Recovery of Sums Due to the Council ..................................................41
32. Dispute Resolution ...............................................................................41
33. Complaints ...........................................................................................43
34. Recovery of Sums on behalf of the Council .........................................43
35. Conflicts of Interest ...............................................................................44
36. Quality Assurance ................................................................................44
37. Best Value ............................................................................................45
38. Transfer of Responsibility .....................................................................46
39. Force Majeure ......................................................................................46
40. Communications ...................................................................................47
41. Information to be Supplied by the Contractor .......................................47
42. Observance of Statutory Requirements ...............................................47
44. Notices .................................................................................................48
45. Waiver ..................................................................................................48
46. Environmental Requirements ...............................................................48
47. Law .......................................................................................................48
48. Severability ...........................................................................................49
49. Freedom of Information Act 2000 .........................................................49
50. Business Continuity ..............................................................................50
51. Contractor’s TUPE Obligations .............................................................50
Conditions of Contract
1. Definitions and Interpretation
1.1 Terms which are capitalised in these Conditions shall have the
meanings given to them in the Access Agreement, and or the
Framework Agreement as appropriate. Where no such
meanings are given they shall have the meanings as set out
in this Condition 1.
1.2 “Appendix” means an appendix to this Contract.
1.3 “Commencement Date” means the Service Commencement
Date as set out in the Access Agreement.
1.4 “Conditions” means these Conditions of Contract including the
1.5 “Contract” means the Service Contract between the Council
and the Contractor as set out in the Contract Documents.
1.6 “Contract Standard” means such standard as complies in each
and every respect with all relevant provisions of the Contract
and where and to the extent that no criteria are stated in the
Contract the standard is to be to the entire satisfaction of the
1.7 “Contract Period” means the duration of the Service Contract
as set out in the Access Agreement.
1.8 “Council’s Representative” means the person nominated as
Authorised Officer in the Access Agreement.
1.9 “Force Majeure” means any circumstances beyond the
reasonable control of a party which renders the continued
providing or receiving of all or part of the Service in accordance
with the Contract illegal or impossible, including, but not limited
to fire, flood, Act of God, riot, civil disturbance, industrial
dispute (not directly involving either party), war or sabotage.
1.10 “Method Statements” means the method statements provided
by the Contractor and attached at Schedule 4.
1.11 “Neutral Advisor” means the mediation appointed pursuant to
1.12 “Pricing Document” means the document which incorporates
the pricing mechanism upon which the Contractor’s tender is
1.13 “Service” means the Service to be provided by the Contractor
as set out in the Specification and Method Statements in
accordance with the Contract including any modifications
made pursuant to Condition 8.
1.14 “Contractor’s Representative” means the person who is to
represent the Contractor appointed pursuant to Condition 7.
1.15 “Specification” means the Council document which describes
the Service to be provided by the Contractor and any
modifications to it made pursuant to Condition 8.
1.16 “TUPE” means the Transfer of Undertakings (Protection of
Employment) Regulations 1981 and the Transfer of
Undertakings (Protection of Employment) Regulations 2006,
as amended from time to time.
1.17 Reference to the Contractor’s personnel shall be deemed to
include the Contractor’s partners, directors and employees and
the Contractor’s agents, sub-contractors and essential visitors
unless the context otherwise requires.
1.18 A reference to any Act of Parliament or to any Order
Regulation Statutory Instrument or similar instrument shall be
deemed to include a reference to any subsequent amendment
or re-enactment of them.
1.19 Unless the context requires otherwise words importing the
singular number shall include the plural and vice versa.
1.20 Words importing any particular gender shall include all other
1.21 The headings are inserted for convenience only and shall not
affect the interpretation of the Contract.
2. Form of Contract
2.1 Sufficiency of Information
2.1.1 The Contractor shall be deemed to have satisfied
itself before submitting its tender as to the accuracy
and sufficiency of the rates and prices stated by the
Contractor in its tender which shall (except in so far
as is otherwise provided in the Contract) cover all the
Contractor’s obligations under the Contract and shall
be deemed to have obtained for itself all necessary
information as to risks, contingencies and any other
circumstances which might reasonably influence or
affect the Contractor’s tender.
2.2 Documents Mutually Explanatory
2.2.1 Except as otherwise expressly provided the Contract
Documents are to be taken as mutually explanatory
of one another. Should the Contractor become
aware of any ambiguities or discrepancies in or
between the Contract Documents the Contractor
shall immediately give to the Council’s
Representative full written details. The Council’s
Representative shall resolve the discrepancy and
issue appropriate instructions to the Contractor. If
any such instruction changes the pricing basis upon
which the Contractor tendered so as to render any
price or rate inappropriate, the instruction shall be
treated as a modification and valued under Condition
2.2.2 In the event of any inconsistency between the
Conditions and any provision in any of the other
Contract Documents the Conditions shall prevail.
3.1 Following the formation of a binding agreement no deletion
from, addition to, or variation of the Conditions shall be valid or
of any effect unless agreed in writing and signed by the
4. Council’s Representative
4.1 The Council’s Representative shall have power to issue
instructions to the Contractor on any matter relating to the
provision of the Service which the Contractor shall comply with.
If any instruction is a modification within Condition 8 it shall be
valued as such.
4.2 From time to time the Council’s Representative may appoint
one or more representatives to act for the Council’s
Representative generally or for specified purposes or periods.
Immediately any such appointment is made the Council’s
Representative shall give written notice to the Contractor.
5. The Contractor’s Obligations
5.1 The Contractor shall provide the Service in compliance with the
5.2 At all times the Contractor shall provide the Service with
reasonable skill, care and diligence and due propriety and with
the utmost good faith, to the Contract Standard, in accordance
with legislative requirement and the requirements of the
Council’s Representative, provided always that a written
instruction to provide the Service to the Contract Standard
shall not be a modification within Condition 8 or otherwise.
Whether all these requirements are met shall be determined
by the Council’s Representative acting reasonably.
5.3 The Contractor shall promptly inform the Council’s
Representative, and confirm in writing, if the Service, or any
part of it is not being, or may not be, performed, and whether
or not this is the result of any act or omission by the Council,
giving details, reasons and likely duration. The provision of this
information shall not relieve the Contractor from its contractual
5.4 If the Contractor requires any further instruction or information
in connection with the provision of the Service, the Contractor
shall make a sufficiently detailed and sufficiently timely, written
application to the Council’s Representative specifying any
critical date by which a response is needed, but otherwise
giving the Council’s Representative a reasonable time to
5.5 The Contractor shall at all times comply with all the relevant
provisions of the Council’s Constitution including, as
appropriate Contracts Procedure Rules, Financial Procedure
Rules, Standing Orders, Financial Regulations, Policies,
Procedures and Codes of Practice, copies of which shall be
provided by the Council upon receipt of written request by the
5.6 Except as otherwise provided in the Contract, the Contractor
shall provide all staff, resources, equipment, materials,
information, data and other things whatsoever required for the
provision of the Service, including to give effect to any
modifications pursuant to Condition 8. Except as agreed, the
Contractor shall not in any circumstances use any premises or
equipment of the Council.
5.7 If the Contractor is unable or fails to provide the Service or any
part thereof in accordance with the requirements of Condition
5.2 the Council may itself provide or may employ and pay other
persons to provide the Service or any part thereof and all direct
costs incurred thereby may be deducted from any sums due or
to become due to the Contractor under the Contract or shall be
recoverable from the Contractor by the Council as a debt. The
Council’s powers under this Condition 5.7 shall not be
exercised unreasonably or vexatiously. The Council’s rights
under this Condition 5.7 shall be without prejudice to any other
rights or remedies which it may possess.
5.8 The Contractor shall as may be necessary or desirable co-
operate, liaise with and co-ordinate its activities with those of
any other Contractors or any contractor or sub-contractor
employed directly or indirectly by the Council and shall provide
the Service in harmony with and at no detriment to any other
service provided by or on behalf of or to the Council. If the
Contractor or its personnel default in complying or fail to
comply with this Condition 5.8 then any direct costs expenses
liabilities or damages incurred by the Council as a
consequence, including the reasonable cost to the Council of
the time spent by its officers, as a result of the default or
failure, may be deducted from any sums due or to become due
to the Contractor under this Contract or shall be recoverable
from the Contractor by the Council as a debt.
5.9 The Contractor shall provide each year to the Council’s
Representative a copy of its audited accounts within six
months of the relevant accounting reference date subsequent
to those provided in accordance with any tender requirements.
In the event that the Contractor fails to provide accounts in
accordance with this Condition 5.11 then without prejudice to
any other rights or remedies available to the Council the
Council’s Representative or such persons as may from time to
time be nominated by the Council’s Representative shall be
given access to all and any accounting documents and
information in the possession, custody or control of the
6. The Contractor’s Personnel
6.1 The Contractor shall employ sufficient persons to ensure that
the Service is provided at all times and in all respects in
accordance with the Contract.
6.2 The Contractor’s personnel employed in connection with the
Contract shall be properly and sufficiently qualified, competent,
skilled, honest and experienced and shall at all times exercise
care in the execution of their duties and the Contractor shall
ensure that such persons are properly and sufficiently
instructed and supervised with regard to the provision of the
Service and in particular:-
6.2.1 the task or tasks such person has to perform;
6.2.2 all relevant provisions of the Contract;
6.2.3 all relevant policies rules procedures and standards
of the Council and the Contractor;
6.2.4 all relevant legislative requirements, and
6.2.5 all relevant rules procedures and statutory
requirements concerning health and safety including
the Council’s health and safety policy.
6.3 The Council’s Representative shall have the power upon
written notice to require the Contractor, but not unreasonably
or vexatiously, to remove from the provision of the Service any
personnel of the Contractor specified in such notice including
the Contractor’s Representative. The Contractor shall forthwith
remove such personnel from the provision of the Service and
as soon as reasonably practical shall provide a replacement.
6.4 The Council shall in no circumstances be liable either to the
Contractor or to any personnel in respect of any award cost
expenses liability loss or damage occasioned by such removal
and the Contractor shall fully indemnify the Council in respect
of any claims made.
6.5 The Contractor shall take all reasonable steps to avoid
changes to key personnel involved in provision of the Service.
6.6 If the circumstances under which the Service is provided are
such that personnel of the Contractor are exempt from the
provisions of Section 4(2) of the Rehabilitation of Offenders
Act 1974 by virtue of the Rehabilitation of Offenders Act 1974
(Exceptions) Order 1975 then the Contractor shall ensure that
all personnel engaged in the provision of the Service shall
provide information in accordance with the said Act and Order
about convictions which would otherwise be spent under the
provisions of the said Act. The Contractor shall disclose to the
Council’s Representative the names and addresses and
sufficient information and as appropriate all convictions of its
personnel engaged in and about the provision of the Service to
enable proper checks to be made. The Council may require
such personnel to be removed from the provision of the
7. Contractor’s Contract Management
7.1 The Contractor shall at all times properly manage and monitor
7.2 The Contractor shall appoint a senior person as
Representative empowered to act on its behalf for all purposes
connected with the Contract. Such appointment or any
replacements shall be subject to the prior written approval of
the Council not to be unreasonably withheld. Notices,
information, instructions or other communications given to the
Contractor’s Representative shall be deemed to have been
given to the Contractor.
7.3 The Contractor shall ensure that at all times the Council
Representative has up-to-date contact details for the
Contractor’s Representative or any temporary or permanent
replacement including name, address, work and mobile
7.4 The Contractor shall ensure that the Contractor’s
Representative or a competent deputy duly authorised by the
Contractor to act on its behalf is present at all work places of
the Contractor where work in connection with the Service is
being carried out and available to meet the Council’s
Representative or his/her representative at all reasonable
times. The Contractor’s Representative shall provide written
reports on issues relating to the Service as reasonably
required by the Council Representative.
7.5 The Contractor shall provide and shall ensure that its
personnel wear at all times when engaged in the provision of
the Service when on the property or premises of the Council
such identification (including photographic identification) as
may be specified by the Council and shall ensure that when
requested to do so any personnel of the Contractor shall
disclose his/her identity and status as personnel of the
Contractor and shall not attempt to avoid so doing.
7.6 The Contractor shall provide and shall require its personnel to
wear appropriate clothing, footwear or equipment, for the
nature or the place of any duties upon which they shall be
engaged in the provision of the Service. Where the Council’s
policies, rules, procedures or standards require any special or
protective clothing, footwear or equipment to be worn the
Contractor shall ensure that such clothing, footwear or
equipment is provided for and worn by its personnel. Such
special or protective clothing, footwear or equipment shall be
maintained and replaced as necessary by the Contractor.
7.7 The Contractor shall, upon reasonable notice by the Council to
the Contractor, permit the Council’s Auditor and/or the Audit
Commission’s representative access to the Contractors
financial and managerial records in relation to the contract.
8.1 The Council’s Representative shall have the power to issue to
the Contractor instructions in writing upon reasonable notice:-
8.1.1 requiring the Contractor to omit or postpone any part
of the Service;
8.1.2 requiring the Contractor to provide services
additional to the Service provided that such
additional services shall be similar to the Service; or
8.1.3 requiring the Contractor to vary the scope of the
Service or any part of it:-
8.2 For the purpose of Condition 21 - Invoices and Payments, the
valuation of modifications made pursuant to Condition 8.1 shall
be ascertained by the Council’s Representative in accordance
with the following provisions:-
8.2.1 Wherever it is appropriate and reasonable to so do
the valuation shall be ascertained in accordance with
the principles used and the rates and prices
contained in the Pricing Document;
8.2.2 Otherwise the ascertainment of the valuation shall be
on a fair and reasonable basis taking reasonable
account of any compensating reduction, increase or
re-organisation of some other part of the Service and
the extent to which it is reasonable for the Contractor
to re-deploy existing staff and either party may seek
appropriate written evidence of market rates;
8.2.3 Where the modification relates to an omission or
postponement under Condition 8.1.1 the valuation
shall not include and the Council shall not be liable to
the Contractor in respect of, any loss or reduced
contribution to overheads or profit, whether in
respect of this Contract or any other contract;
8.3 If the Contractor reasonably disagrees with the valuation of any
modifications, it shall provide written notice to the Council
Representative within 14 days of the date of the written
instructions referred to at 8.1 setting out the reasons why it
opposes the valuation and, if appropriate, providing
documentary evidence such as its own costs and relevant
8.4 The parties shall meet and negotiate in good faith within 14
days of the date of the Contractor’s notice referred to in 8.3
with a view to reaching agreement on the valuation of the
modifications. If agreement is not reached within 40 days of
the date of the Contractor’s notice, then either party may refer
the matter to the dispute resolution procedure set out at
8.5 Pending resolution of any valuation dispute, the Contractor
shall implement the modification and upon resolution the
valuation shall be backdated to the date of implementation.
9.1 If the Contractor is a subsidiary company within the meaning of
Section 736 of the Companies Act 1985 it shall provide a
Guarantee in the form enclosed at Appendix 3 by its holding
company or companies as defined by the said section 736 to
secure the due performance by the Contractor of its obligations
to the Council.
10.1 The Council reserves the general right to disclose information
about this Contract, unless otherwise agreed in writing (see
also Condition 49 relating to the. Freedom of Information Act
10.2 The Contractor shall not make any public statement or press
release in connection with its provision of the Service, without
the prior written approval of the Council.
10.3 The Contractor shall not advertise the fact that it is providing
services to the Council under this Contract other than with the
written permission of the Council, except where it is contained
in any submission to any other local authority in response to an
invitation to tender from that local authority.
10.4 The provisions of this Condition 10 shall not apply to disclosure
of matters required to be made
10.4.1 by any court or governmental or administrative authority
competent to require the same; or
10.4.2 by any applicable law or regulation.
10.5 The Contractor shall not without the written consent of the
Council’s Representative during the Contract Period or for two
years afterwards, make use of for its own purposes, or disclose
to any person, (except as may be required by law), the Contract
Documents, or any information contained in them, or in any
material provided to the Contractor by the Council pursuant to
the Contract or prepared by the Contractor pursuant to the
Contract, all of which information shall be deemed to be
10.6 Neither the Contractor nor its personnel shall divulge or dispose
of or part with possession custody or control of any confidential
material or information provided to the Contractor by the
Council pursuant to the Contract or prepared or obtained by the
Contractor pursuant to the Contract other than in accordance
with the express written instructions of the Council’s
10.7 The Contractor shall take reasonable security precautions to
protect all confidential information relating to the Contract or the
Service and shall only disclose it to its employees or sub-
contractors on a need-to-know basis and then only where it has
written and executed agreements in place with those
employees or sub-contractors to enable it to comply with this
10.8 Confidential information may be disclosed, reproduced,
summarised or distributed only in relation to performance of the
10.9 The Contractor shall immediately upon discovery notify the
Council of any unauthorised use or disclosure of confidential
information and will co-operate in every reasonable way to help
regain possession of the confidential information or to prevent
its further unauthorised use.
10.10 The Contractor shall return or destroy all originals, copies,
reproductions and summaries of confidential information as
requested by the Council.
10.11 The Contractor acknowledges that monetary damages may not
be a sufficient remedy for unauthorised disclosure of
confidential information and that the Council, without waiving
any other rights or remedies, may be entitled to injunctive or
equitable relief in the courts.
10.12 The Council may visit the Contractor’s premises with
reasonable prior notice and during normal business hours to
review compliance with this Condition 10.
10.13 The Contractor shall indemnify and keep indemnified the
Council against all actions, claims, demands, proceedings,
damages, costs, losses, charges and expenses whatsoever in
respect of any breach by the Contractor of this Condition 10.
11. Data Protection
11.1 The parties shall comply with the provisions of the Data
Protection Act 1998 so far as applicable to this Contract and
the Service and shall indemnify each other against all actions,
costs, expenses claims, proceedings and demands which may
be brought against the other party for breach of statutory duty
under this Act which arises from the use disclosure or transfer
of personal data by the other party or its servants or agents.
11.2 In particular but without prejudice to the generality of the
foregoing the Contractor shall not read and shall prohibit its
personnel and all its visitors from reading any documents
however produced or the information displayed on any screen
or listening to the contents of any tape or electronically
produced recording unless necessary in connection with the
provision of the Service.
12.1 Copyright in the Contract Documents shall vest so far as it
lawfully can in the Council but the Contractor may obtain or
make at its own expense any further copies required for use by
the Contractor in the provision of the Service.
12.2 Copyright in all documents and data provided by the
Contractor in connection with this Contract shall remain vested
in the Contractor unless and to the extent provided otherwise
in the Specification.
12.3 Where under Condition 12.2 copyright remains vested in the
Contractor the Council shall have unrestricted licence to use
such documents and data for all purposes envisaged by or
arising under this Contract.
12.4 Copyright in all documents provided by the Council under this
Contract shall remain vested in the Council.
13. Health, Safety and Fire Requirements
13.1 The Contractor shall at all times comply with the requirements
of the Health and Safety at Work Act 1974, the Management
of Health and Safety at Work Regulations 1992 (including the
provision by the Contractor of a copy of its risk assessment
under these regulations when requested by the Council) and of
other Acts Regulations Orders or rules of law or official codes
of practice and guidance pertaining to health and safety,
including fire risks.
13.2 The Contractor shall at all times comply with the Council’s and
its own health and safety and fire procedures and policies
except in the event that there is a conflict with any legislative
requirements in which case the Contractor shall comply with
13.3 The Contractor shall within 2 working days, unless otherwise
agreed, provide the Council with any information relevant to
health, safety and fire issues requested by the Council in
writing, including a copy of its policies in relation to these
issues, and shall upon reasonable notice provide the Council
with relevant access to the Contractor’s premises and/or place
of work for the purpose of carrying out enquiries relevant to
health, safety and fire matters to enable the Council to satisfy
itself that any health, safety and fire risks arising from the
services being provided are being properly controlled.
14. Equal Opportunities
14.1 As a manager, employer and provider for services and / or
supplies, the Contractor shall do all it reasonably can to seek
the elimination of all forms of discrimination in its employment
practices, management and provision of its services in relation
to sex, religion, race, disability and sexual orientation in
accordance with an established equal opportunities policy (as
amended from time to time). The Contractor shall provide a
copy of its equal opportunities policy to the Council upon
14.2 In any event the Contractor shall not unlawfully discriminate
within the meaning and scope of the provisions of the Race
Relations Act 1976, the Sex Discrimination Acts 1975 and
1986 and the Disability Discrimination Act 1995 and shall take
all reasonable steps to ensure that all servants, employees or
agents of the Contractor and all sub-contractors employed in
the execution of the Contract do not unlawfully discriminate.
14.3 In the event of any judicial or other official finding of unlawful
discrimination by the Contractor, the Contractor shall take all
reasonable steps to prevent a repetition of the unlawful
discrimination and shall provide details of those steps to the
Council upon request.
14.4 In its provision of the Service the Contractor shall ensure that
its staff behave with courtesy and respect to everyone
regardless of age, sex, religion, race, disability and sexual
14.5 The Contractor shall provide such information as the Council
may reasonably request for the purpose of assessing the
Contractor’s compliance with this Condition 14.
14.6 The Contractor shall observe any and all Codes of Practice
relating to equal opportunities, and shall comply at all times
with the Council’s own Equal Opportunities policy.
14.7 Pursuant to its obligations under Condition 14.1 and in general
the Contractor will not treat one group of people less
favourably than others on grounds including their colour, race,
nationality, ethnic origin, sex, sexual orientation, age, religion,
beliefs or disability in relation to decisions to recruit train,
promote, discipline or dismiss its personnel.
14.8 The Contractor shall set out its policy on equal opportunities
14.8.1 in instructions to those concerned with recruitment,
training, promotion, disciplinary procedure and
14.8.2 in documents available to its personnel recognised
trade unions or other representative groups of its
14.8.3 in recruitment advertisements and other literature.
14.9 The Contractor shall on request provide the Council with
examples of any and all documents included in Condition 14.8.
15.1 The Contractor shall not, whether itself, or by any partner,
director, employee or sub-contractor, solicit or accept any
gratuity, tip or any other form of money taking or reward,
collection, or charge for any part of the Service other than
charges properly approved by the Council in accordance with
the provisions of the Contract.
16. Indemnity and Insurance
16.1. The Contractor shall be liable for and shall fully and promptly
indemnify and keep indemnified the Council, its employees
and agents against all actions, claims, demands, liabilities,
proceedings, damages, losses, costs, charges and expenses
whatsoever in respect of, or in any way arising out of, the
provision of the Service in relation to:
16.1.1 the defective provision of the Service or breach by
the Contractor of any requirement of the Contract or
failure to provide the Service or any part of it, and;
16.1.2 the injury to, or death of, any person howsoever
arising whether in contract, tort or otherwise;
except and to the extent that it may arise out of the act default
or negligence of the Council its employees or agents other
than the Contractor or its personnel.
16.2 The liability set out in Condition 16.1 shall, for the avoidance of
doubt, include liability for third parties in connection with the
Service so far as the management of, or instructions issued to,
such third parties is the responsibility of the Contractor.
16.3 If any third party makes a claim against, or notifies an intention
to make a claim against the Council which may reasonably be
considered likely to give rise to a liability under this indemnity
(“the relevant claim”) the Council shall:-
16.3.1 as soon as reasonably practicable give written notice
of that matter to the Contractor specifying in
reasonable detail the nature of the relevant claim;
16.3.2 not make any admission of liability, agreement or
compromise in relation to the relevant claim without
the prior written consent of the Contractor such
consent not to be unreasonably withheld or delayed;
16.3.3 subject to the Contractor indemnifying the Council to
the Council’s reasonable satisfaction against any
liability, costs, damages or expenses which may be
incurred, take such action as the Contractor may
reasonably request to avoid, dispute, resist,
compromise or defend the relevant claim.
16.4 Without in any way limiting its responsibilities under this
Condition 16 the Contractor shall insure with a reputable
insurance company approved by the Council against its
liabilities under Condition 16.1.
16.5 For all claims against which this Condition 16 requires the
Contractor to insure the insurance cover shall be the minimum
sum specified below, or such greater sum as the Contractor
may choose, in respect of any one incident and the
Contractor’s insurance policy effecting such cover shall have
the interest of the Council endorsed on it or shall otherwise
expressly by its terms confer its benefits upon the Council.
16.6 The Contractor shall supply to the Council immediately upon
request copies of the insurance policies together with
documentary evidence necessary to demonstrate compliance
with the requirements of this Condition 16.
16.7 If the Contractor fails to take out and maintain the insurance
required under this Condition 16 or if the Council reasonably
considers that the policies of insurance do not effect sufficient
cover, then the Council shall require the Contractor to forthwith
procure and effect such insurance as the Council may
reasonably require and in the meantime or in default, the
Council may itself cause such insurance to be effected. The
amount paid or payable by the Council may be deducted from
any monies due or to become due to the Contractor under the
Contract or such amount may be recoverable by the Council
from the Contractor as a debt.
16.8 Employer’s Liability Insurance
16.8.1 The Contractor shall have employer’s liability
insurance of not less than £5,000,000 in respect of
any one incident.
16.9 Public liability Insurance
16.9.1 The Contractor shall, throughout the Contract
Period, maintain in force such policies of insurance
with reputable insurers or underwriters as shall fully
insure against all sums which either party may
become legally liable to pay by reason of all losses,
claims, demands, proceedings, arising from the
occurrence of risks usually insured under a public
liability insurance policy and suffered by:-
(i) the Council or its employees;
(ii) the Contractor or its employees (to the extent not
already covered by the Contractor’s existing
employer’s liability insurance); or
(iii) any other person;
to the extent not covered by the insurance required
under Condition 16.9.
16.9.2 The Contractor shall ensure that any such insurance
expressly covers loss or damage to goods or
property (including computer hardware and
software) loaned, leased or hired to it and to which
remains in the legal ownership of the Council.
16.9.3 The limit of such public liability insurance shall not
be less than ten million pounds sterling
(£10,000,000). Such insurance cover shall be in the
sum of at least five hundred thousand pounds
sterling (£500,000) for any one occurrence or
series of occurrences arising out of any one event.
16.10 The Contractor shall ensure that all sub-contractors maintain
appropriate insurance and shall obtain documentary evidence
and produce it to the Council immediately on request.
16.11 For the avoidance of doubt, minimum insurance levels shall
not be a limit of liability under the Contract.
16.12 Council Indemnity
The Council shall indemnify and keep indemnified the
Contractor against all actions, claims, demands, proceedings,
damages, costs, charges and expenses whatsoever in relation
to the injury to, or death of, any person, or damage to property
to the extent that it may arise out of the negligence of the
Council its employees or agents, other than the Contractor and
17. Use of Council’s resources
17.1 In connection with the performance of the services the
Contractor shall be entitled to access the Council’s premises at
times agreed between the Council and the Contractor. In
respect of access outside the Council’s normal working hours
the Council shall be entitled to make a charge to the
17.2 Subject to Condition17.1 the Contractor shall ensure that
neither the Contractor nor its personnel shall do any act or
thing at any premises owned or occupied by the Council other
than for the proper performance of the Service and as may be
permitted by this Contract. No signs or advertisements shall be
exhibited without prior Council written approval.
17.3 Subject to Condition 17.1 the Council shall license or permit
the Contractor to use solely in connection with the provision of
the Service at the charge if any specified in Appendix A or
valued in accordance with Condition 8 the following resources:-
17.3.1 such office and ancillary accommodation if any as
stated in Appendix A or as the Council’s
Representative may from time to time designate in
accordance with Condition 8;
17.3.2 such heating lighting general power and water
services if any as stated in Appendix A on condition
that the Contractor and its personnel strictly observe
the Council’s conservation of energy policy which
shall be provided to the Contractor;
17.3.3 such telephone facsimile and other like facilities as
stated in Appendix A;
17.3.4 such office equipment including computer equipment
(which term should include computer hardware and
software) as stated in Appendix A; and
17.3.5 such furniture as stated in Appendix A or as
instructed pursuant to Condition 8.
17.4 The licensing or permitting of the use of any resources is
personal to the Contractor and the Contractor’s personnel and
shall cease at the end of the Contract or upon the termination
of the Contract or at such earlier time as may be specified by
the Council by notice in writing to the Contractor. Provided
however that no such notice in writing shall be given except in
circumstances where the Council can demonstrate a genuine
need to terminate the use of the resources by the Contractor or
unless such notice is given at or before the time at which the
Contract is entered into. Where a notice has been served after
the Contract has been entered into the Council shall use all
reasonable endeavours to assist the Contractor in the
provision of alternative resources.
17.5 The parties agree that there is no intention on the part of the
Council to create a tenancy of whatsoever nature in favour of
the Contractor or its personnel and that no tenancy has or shall
come into being and the Council retains the right at any time to
use the office and ancillary accommodation stated in Appendix
17.6 Immediately following the acceptance of the Contractor’s
tender the Contractor’s Representative and the Council’s
Representative shall draw up, agree and sign an inventory of
all resources as appropriate and their condition, which are to
be made available for use by the Contractor as stated in
17.7 The Contractor and its personnel shall use the resources only
in connection with the provision of the Service.
17.8 The Contractor shall keep the resources clean, tidy and
properly secured as appropriate.
17.9 The Contractor shall use and care for the resources in an
appropriate manner and shall supervise, manage and control
their proper use (including any routine maintenance) in the
manner that the Council specifies.
17.10 The Contractor and its personnel shall ensure that only
licensed computer software is used on the computer
equipment referred to in Condition 17.3.4. The Contractor shall
indemnify the Council against any loss damage or costs arising
from any breach by the Contractor whether intentional or
otherwise of licences on computer software and the use by the
Contractor of unlicensed software on Council computer
17.11 The Contractor shall promptly notify the Council’s
Representative of any defects in or damage to Council
resources. The Council upon receiving such notification shall
unless the Council and the Contractor otherwise agree take
reasonable measures to secure that such appropriate
maintenance repairs and replacements considered necessary
by the Council’s Representative are carried out within a
reasonable time. In the event that the defect or damage is in
the opinion of the Council due to any neglect or default on the
part of the Contractor or its personnel the Contractor shall be
responsible for fully reimbursing the Council in respect of any
costs incurred. The Council shall be entitled to deduct all such
costs incurred from any sums due or to become due to the
Contractor under the Contract or to recover the same from the
Contractor as a debt. If any such defect or damage from
whatever cause arising results in the Contractor or its
personnel not being able to use part or all of the resources the
Council shall not be liable for any losses thereby incurred by
the Contractor which shall use its best endeavours to continue
the provision of the Service subject to any instruction to the
contrary from the Council’s Representative.
17.12 On the completion of the Contract or upon earlier termination
or rescission of the Contract the Contractor shall:-
17.12.1 leave the resources in a secure, safe, serviceable
and clean condition;
17.12.2 ensure that all resources listed in Appendix A are
present and comply with 17.12.1;
17.12.3 take all steps necessary forthwith to hand over to
the Council’s Representative and transfer to the
Council all information, data, software and the like
which is or may be necessary or desirable in the
opinion of the Council for the continued provision by
it or anyone on its behalf of any services for which it
has a responsibility or in connection with which it
has a power to provide.
18.1 The Council shall by prior arrangement provide such access to
Council premises as the Contractor may reasonably require to
fulfil its obligations under the Contract.
18.2 The Contractor shall maintain and shall ensure that its
personnel and all its visitors maintain the security of Council’s
premises which it is licensed or permitted to use both when in
use and when not in use.
18.3 The Contractor shall comply with all Council security
regulations and other requirements of the Council while at any
Council premises, including:-
18.3.1 providing identity details;
18.3.2 submitting to security checks on request;
18.3.3 complying with Council requirements relating to
security passes, including returning them on exiting
18.4 The Contractor shall use its best endeavours to ensure that
access to the Council’s premises which it is licensed or
permitted to use, is restricted to its personnel and essential
visitors engaged upon or in connection with the provision of the
18.5 The Contractor shall issue to any of its personnel who shall at
any time have access to any relevant premises security passes
in such form as the Council may from time to time determine
and issue to the Contractor and shall ensure that such
personnel carry such passes at all times.
18.6 The Contractor shall be responsible for the safekeeping of any
keys passes and other means of access provided to the
Contractor by the Council and shall only permit such keys
passes and other means of access to be given to those of the
Contractor’s personnel whose names and addresses have
been supplied to the Council and then only to the extent
required for the purposes of providing the Service. In addition
the Contractor shall ensure that the Council’s Representative is
informed immediately of the loss of any keys, passes and other
means of access and shall reimburse to the Council any cost
of replacement and/or any reasonable security measures
implemented as a result of such loss.
18.7 The Council reserves the right to refuse admission to or require
removal of any person from Council premises who is
considered unacceptable for any reason.
18.8 The Contractor shall be responsible for theft, loss or damage
18.8.1 its own property, plant, equipment, data or personal
possessions brought onto Council premises;
18.8.2 Council property, plant, equipment, or data used or
within the care and control of the Contractor.
18.9 The Contractor shall indemnify the Council in respect of the
matters referred to in this Condition 18.
19. Contractor’s Resources
19.1 Except as otherwise agreed, the Contractor shall provide all
resources and everything necessary for the provision of the
19.2 The Contractor shall be responsible for the security of its
resources together with anything used in connection with the
provision of the Service and the Council shall have no liability
for those resources.
20. Royalties and Patent Rights
20.1 The Contractor shall not in connection with the Contract
infringe or breach any patent rights or any other intellectual
20.2 The Contractor shall ensure that all royalties, licence fees or
similar expenses in respect of all intellectual property used in
connection with the Contract, have been paid and are included
within the Contractor’s tendered price.
20.3 The Contractor shall indemnify the Council against all actions
claims demands, proceedings, damages, costs, charges and
expenses which the Council may incur including payment of
any royalties or other monies, in consequence directly or
indirectly of any breach of this provision (whether wilful or
21. Invoices and Payments
21.1 Except where otherwise provided in the Contract, the amount
payable to the Contractor for the performance of the Service
shall be inclusive of all costs of staff, facilities, equipment,
materials and all other expenses whatsoever incurred by the
21.2 The Contractor shall submit invoices monthly in arrears in
whatever format the Council may require, setting out full details
of the services provided and including any supporting
documents as required by the Council. Any adjustments for
deductions or additions in accordance with the provisions of
the Contract shall be clearly set out and justified.
21.3 The Contractor shall provide the name and address of its bank,
the account name and number, the bank sort code and any
other details, in whatever format the Council may require.
21.4 Subject to sub-condition 21.6 and unless otherwise agreed, the
Council shall, using the Council’s Purchasing Card or the
Banks Automated Credit System (“BACS”), make payments to
the Contractor in respect of work forming part of the Service
which has been satisfactorily carried out by the Contractor in
accordance with the Contract.
21.5 Payment shall be made within 30 days of receipt of a valid
21.6 The payments to be made by the Council to the Contractor
pursuant to sub-condition 21.4 shall be computed in
accordance with the Pricing Document having regard to any
21.6.1 deductions ascertained in accordance with
21.6.2 deductions ascertained in accordance with
21.6.3 additions or deductions ascertained in accordance
with Condition 8; and
21.6.4 any other additions required by or deductions
authorised by these Conditions.
21.7 In the event that the computation referred to in sub-condition
21.6 results in sums being owed by the Contractor to the
Council the Council shall submit an invoice in the relevant
amount to the Contractor who shall make payment of that
amount to the Council within fourteen days of receipt of
22. Value Added Tax
22.1 The Council shall pay the Contractor such Value Added Tax as
may be properly chargeable on the Contractor in respect of the
supply of the Service to the Council except to the extent that
any such Value Added Tax or related penalties are chargeable
because of a breach by the Contractor of the relevant statutory
23. Performance Monitoring
23.1 Generally, in order to assess whether or not the Contractor is
providing the Service to the required standard, the Council
shall have regard to:-
23.1.1 the Contractor’s compliance with Condition 36 Quality
23.1.2 oral and written complaints from recipients or users of
23.1.3 the reliability of the Service provided;
23.1.4 the Contractor’s measurement of achievement
23.1.5 indicators, if any, set out in the Specification;
23.1.6 the Contractor’s measurement of achievement
against its own performance indicators (if any) as
specified in its tender submission;
23.1.7 random spot-checks in accordance with the
23.1.8 regular formal contract review meetings in
accordance with the Specification and, in any event,
not less than three times per annum where the
Council Representative and the Contractor’s
Representative shall discuss the Contractor’s
performance in accordance with the Contract.
24. Retention of Documents, Access and Inspection
24.1 The Contractor shall retain all accounts, documents and
records in connection with the Contract for at least three years
after the expiry or termination of the Contract or any longer
period agreed by the parties in writing.
24.2 The Contractor shall at all times during the Contract Period,
upon reasonable notice wherever appropriate in the
circumstances, allow the Council’s Representative, the
Council’s Auditors and such persons as may from time to time
be nominated by the Council’s Representative access to:-
24.2.1 all work places of the Contractor for the purpose of
inspecting work being performed pursuant to the
provision of the Service;
24.2.2 all workplaces of the Contractor for the purpose of
inspecting records and documents in the possession
custody or control of the Contractor in connection
with the provision of the Service;
24.2.3 any personnel or agent of the Contractor for the
purpose of interviewing such persons in connection
with the provision of the Service;
24.2.4 technology, resources, systems and procedures used
or proposed to be used in connection with the
provision of the Service.
During access and inspection visits, the Contractor shall
provide all reasonable access and facilities free of charge.
25. Unsatisfactory Performance
25.1 Where, in the reasonable opinion of the Council
Representative, the Contractor has failed to perform the whole
or any part of the Service, with the standard of skill, care and
diligence which a competent and suitably qualified person
performing the same services could reasonably be expected to
exercise, or in accordance with the Contract, the Council
Representative may give the Contractor a notice specifying
details of the unsatisfactory performance.
25.2 Where the Contractor has been notified of a failure in
accordance with Condition 25.1 the Council may:
25.2.1 require the Contractor to perform the Service to the
Council Representative’s reasonable satisfaction
within such period as may be specified, including
where necessary, the correction or re-execution of
any Service already carried out; or
25.2.2 withhold or reduce payments to the Contractor, in
such amount as the Council Representative
reasonably deems appropriate.
26. Assignment and Sub-Contracting
26.1 The Council shall be entitled, with the Contractors prior written
consent which is not unreasonably withheld or delayed, to
assign the benefit of the Contract or any part of it and shall
give written notice of any assignment to the Contractor.
26.2 The Contractor shall not:-
26.2.1 assign the Contract or any part of it or the benefit or
advantage of the Contract or any part of it;
26.2.2 sub-contract the provision of the Service or any part
of it without the previous written consent of the
Council’s Representative, which consent shall be at
the discretion of the Council, and if given, shall not
relieve the Contractor from any liability or obligation
under the Contract.
26.3 The Contractor shall ensure that any sub-contractor complies
with all applicable provisions of the Contract. The Contractor
shall be responsible for the acts, defaults, negligence or
neglect of any sub-contractor, its employees or agents in all
respects as if they were the acts, defaults, negligence or
neglect of the Contractor.
26.4 The Contractor shall include a term in the contract with the
sub-contractor that payment shall be made within thirty (30)
days of receipt of a valid invoice.
27. Assistance in Legal Proceedings
27.1 The Contractor shall notify the Council’s Representative of
27.1.1 any accident, damage or breach of any statutory
provision relating in any way to the Service;
27.1.2 any legal inquiry, arbitration or Court proceedings
relating in any way to the Service;
immediately upon becoming aware of it.
27.2 If requested to do so by the Council’s Representative the
Contractor shall provide the Council’s Representative with any
relevant information and assistance in connection with any
legal inquiry, hearing, arbitration or Court proceedings in which
the Council may become involved in relation to the Service or
any relevant disciplinary hearing internal to the Council and
shall give evidence in such inquiries or proceedings or
27.3 Should any part of the Service involve the Contractor in
performing duties or exercising powers under some other
contract it shall upon becoming aware of anything which is
likely to give rise to arbitration or litigation under that other
contract forthwith notify the Council’s Representative of the
existence of any such matter together with such particulars as
27.4 Assistance shall be provided by the Contractor pursuant to this
Condition 27 free of charge where it is required in relation to a
matter which was caused or arose during the Contract Period.
Any other assistance required by the Council shall be the
subject of a modification pursuant to Condition 8.
28. Bribery and Corruption
28.1 The Council shall be immediately entitled to terminate the
Contract or any part of it and to recover from the Contractor
the amount of any loss resulting, plus the value of any gift or
consideration, if in relation to the Contract or any other contract
with the Council:
28.1.1 the Contractor, or any of its employees (whether with
or without the Contractor’s knowledge) shall have
offered, or given, or agreed to give, to any person,
any gift, or consideration, inducement or reward of
any kind, for doing, or not doing any action, (except in
accordance with a permitted and lawful subcontract),
28.1.2 the Contractor or any of its employees shall have:-
(i) committed any offence under the Prevention of
Corruption Acts 1889 to 1916 or;
(ii) given any fee or reward, the receipt of which is an
offence under Section 117 (2) of the Local
Government Act, 1972.
28.2 The decision of the Council in relation to this Condition shall be
final and conclusive.
29.1 Without prejudice to any other right or remedy it may have,
either party may terminate this Contract by giving the other
party 6 months’ prior notice in writing unless a shorter period of
notice has been agreed between the parties.
29.2 The Council has relied on the information provided by the
Contractor contained in the Contractor’s Pre-qualification
Questionnaire (if any), the Contractor’s Tender Submission
and supporting documents (if any) submitted to the Council
prior to its acceptance and prior to the Council entering into
this Contract and any material misrepresentation made shall
entitle the Council, but not unreasonably or vexatiously, to
rescind or terminate this Contract at its option.
29.3 The Council shall be entitled to terminate the Contractor’s
employment under the Contract immediately and without
notice to the Contractor if the Contractor or any of its directors
or any partners:-
29.3.1 has any director of it or partner in it convicted of an
offence of dishonesty; or
29.3.2 becomes bankrupt, or makes a composition or
arrangement with its creditors, or has a proposal for
voluntary arrangements for a composition of debts, or
scheme or arrangement approved in accordance with
the Insolvency Act 1986; or
29.3.3 Has an application made under the Insolvency Act
1986 to the Court for the appointment of an
administrator or an administrative receiver; or
29.3.4 has a winding-up order made or (except for the
purpose of amalgamation or reconstruction) a
resolution for voluntary winding-up passed; or
29.3.5 has a provisional liquidator, receiver, or manager of
its business or undertaking duly appointed; or
29.3.6 has an administrator, or an administrative receiver, as
defined in the Insolvency Act 1986 appointed; or
29.3.7 has possession taken, by or on behalf of the holders
of any debenture secured by a floating charge, or any
property comprised in, or subject to, the floating
29.3.8 is in circumstances which entitle the Court or a
creditor to appoint or have appointed a receiver a
manager an administrator or an administrative
receiver or which entitle the Court to make a winding-
29.4 If the Contractor;
29.4.1 commits a breach of any of its obligations under the
29.4.2 persistently fails to provide the Service in accordance
with the terms of the Contract; or
29.4.3 is subject to a merger, change of control, or takeover
or changes its composition or staffing in a way which
in the reasonable opinion of the Council significantly
affects the ability of the Contractor to discharge its
obligations under the Contract to the Contract
Standard except that maternity or paternity leave
taken by its employees under statutory or contractual
entitlements shall be disregarded for the purposes of
this Condition; or
29.4.4 experiences, in the opinion of the Council’s
Representative, whose opinion shall be final and
binding, an irreconcilable conflict of interest of the
Council and any other client of the Contractor,
the Council shall be entitled to terminate the Contractor’s
employment under the Contract, but not unreasonably or
vexatiously, by written notice having immediate effect, or upon
such notice period as the Council shall determine at its sole
discretion. Termination shall be without prejudice to any
accrued rights or remedies pursuant to the Contract.
30. Consequences of Termination
30.1 If the Contractor’s employment is terminated as provided in
Conditions 28 or 29 the Council shall:-
30.1.1 cease to be under any obligation to make further
payment until the cost loss and/or damage arising out
of the termination of the Contract shall have been
calculated and provided such calculation show an
amount due to the Contractor;
30.1.2 be entitled to reoccupy any premises and repossess
any other physical resources licensed, loaned or
hired to the Contractor and to exercise a lien over any
of the physical resources or any other thing belonging
to the Contractor for any sum due from the
Contractor to the Council and shall have full and
unlimited licence over all drawings details, descriptive
schedules and other documents or data for use in
connection with the Service;
30.1.3 be entitled to employ and pay other persons to
provide and complete the provision of the Service or
any part thereof and to use all such of the
Contractor’s physical resources or other things as are
necessary and all such drawings details, descriptive
schedules or other documents for the purpose
30.1.4 be entitled in respect of any costs, loss or damage to
the Council arising out of the termination of the
Contractor’s employment to deduct the same from
any amount which would, but for Condition 30.1.1
have been due from the Council to the Contractor
under the Contract or any other contract or be entitled
to recover the same from the Contractor as a debt.
Such loss or damage shall include the reasonable
costs to the Council of the time spent by its officers in
terminating the contract and in making alternative
arrangements for the provision of the Service or any
part of it;
30.1.5 when the total costs loss and/or damage resulting from
or arising out of the termination of the Contract have
been calculated, and after taking into account any
deduction made or to be made by the Council from
any sum or sums which would but for Condition 30.1.1
have been due to the Contractor, be entitled to any
balance shown as due to the Council which shall be
recoverable as a debt or alternatively the Council
subject to Condition 31 shall pay to the Contractor any
balance as due to the Contractor.
30.2 The rights of the Council under this Condition 30 are in
addition to and without prejudice to any other rights or
remedies the Council may have whether against the Contractor
directly or pursuant to any guarantee indemnity or bond.
30.3 If the Council shall omit or require the Contractor to cease to
provide a substantial part of the Service the Council may
notwithstanding Condition 8 at its sole discretion terminate the
Contract by not less than 14 days notice in writing reoccupy its
premises and repossess its physical resources licensed,
loaned or hired to the Contractor. If the Contract is terminated
under this Condition 30.3 neither the Council nor the
Contractor shall have claims against the other in respect of any
loss or damage resulting from or arising out of the termination
of the Contract. The Contractor shall be entitled to receive from
the Council any sum or sums due in respect of work performed
up to the time of termination of the Contract.
30.4 The Contractor may give three months written notice to the
Council to terminate the Contract if the Council has failed to
make payment due in accordance with the Contract. The
Contract shall not be terminated if payment is made within the
three months referred to in the notice.
30.5 Unless expressly provided to the contrary either party shall be
entitled to exercise any one or more of the rights and remedies
given to it under the terms of this Contract and the
determination of this Contract shall not affect or prejudice such
rights and remedies and each party shall be and remain liable
to perform all outstanding liabilities under the Contract
notwithstanding that the other may have exercised one or more
of the rights and remedies against it.
30.6 Any right or remedy to which either party is or may become
entitled under the Contract or in consequence of the other’s
conduct may be enforced from time to time separately or
concurrently with any right or remedy given by this Contract or
now or afterwards provided for and arising by operation of law
so that such rights and remedies are not exclusive of the other
or others but are cumulative.
31. Recovery of Sums Due to the Council
31.1 Whenever under the Contract any sum of money shall be
recoverable from or payable by the Contractor to the Council it
may be deducted from any sum then due, or which at any later
time may become due, to the Contractor under this Contract or
any other contract with the Council.
32. Dispute Resolution
32.1 If any dispute or problem arises in relation to the Contract it
shall first be discussed at one of the regular management
meetings. If no satisfactory resolution is reached within a
month the dispute or difference shall be referred to sufficiently
senior directors, partners or other officers of both organisations
with authority to resolve the dispute, for determination.
32.2 If the dispute or difference is not resolved as a result of the
meetings referred to in Condition 32.1, either party may
propose to the other party that structured negotiations be
entered into with the assistance of the Neutral Adviser.
32.3 If the parties are unable to agree on a Neutral Adviser or the
Neutral Adviser agreed on is unable or unwilling to act, either
party may give to the other party fourteen days notice of that
party’s intention to apply to the Centre for Dispute Resolution
(“CEDR”) to appoint a Neutral Adviser.
32.4 Within fourteen days of the appointment of a Neutral Adviser
the parties shall meet with him in order to agree in good faith a
programme for the exchange of information and the structure
to be adopted for the negotiations. If considered appropriate,
the parties may at any stage seek assistance from CEDR to
provide guidance on a suitable procedure.
32.5 All negotiations connected with the dispute shall be conducted
in confidence and without prejudice to the rights of the parties
in any future proceedings.
32.6 If the parties accept the Neutral Adviser’s recommendations or
otherwise reach agreement on the resolution of the dispute,
such agreement shall be put into writing and, once their duly
authorised representatives sign it, shall be binding on the
32.7 Failing agreement, either party may invite the Neutral Adviser
to provide a non-binding but informative opinion in writing.
Such opinion shall be provided on a without prejudice basis
and shall not be used in evidence in any proceedings
commenced without the prior written agreement of both
32.8 Failing agreement in the structured negotiations within 40 days
of the Neutral Adviser’s appointment or such later time as
agreed by both parties in writing, then the dispute or difference
between the parties shall be referred to an arbitrator to be
agreed upon by the parties or in default of such agreement to
be nominated by the President of the Institute of Arbitrators.
32.9 The arbitrator shall act as expert and shall be entitled to make
such decision or award as he thinks just and equitable having
regard to the relevant circumstances of the case. The cost of
such arbitration shall follow the event or if neither party
succeeds shall be apportioned between the parties in such
proportion as the arbitrator, in his absolute discretion, thinks fit.
32.10 Any award or decision of the arbitrator shall be final and
binding on the parties.
33.1 The Contractor shall adopt and implement to the satisfaction of
the Council a Complaints Procedure in order to deal with
complaints about the provision of the Service.
33.2 The Contractor shall deal with any complaints received from
whatever source in a prompt, courteous and efficient manner.
33.3 The Contractor shall at the request of the Council’s
Representative in the places and in a form approved by the
Council’s Representative arrange for notices to be permanently
displayed giving information as to how complaints may be
made. The Contractor shall deal with any complaints received
from whatever source in a prompt courteous and efficient
33.4 The Contractor shall keep a written record of all complaints
received and of the action taken in relation to such complaints.
Such records shall be kept available for inspection by the
Council’s Representative at all reasonable times. The
Contractor shall immediately notify the Council’s
Representative in writing of all complaints received and of all
steps taken in response.
34. Recovery of Sums on behalf of the Council
34.1 Where it is provided in the Specification that the Contractor
may or shall seek any sum or sums from any third party on the
Council’s behalf the Contractor shall proceed with all due
expedition and diligence in accordance with all reasonable
requirements of the Council.
34.2 Any sums obtained shall be remitted immediately to the
Council in such manner as the Specification provides and shall
until receipt by the Council be held by the Contractor as trustee
of the Council.
34.3 If any such monies are paid by the Contractor into any bank,
building society or other similar account, such account shall be
an interest bearing account - payable to the Council and shall
be designated as a trust account with the Council’s name
appearing in its title. On no account shall any such monies be
mixed with any other money.
34.4 The Contractor shall keep full and proper records as to the
receipt and transfer of such monies in such form as the
Council or the Council’s Representative may require and shall
provide whenever requested access and copies of those
35. Conflicts of Interest
35.1 Conflicts of interest shall not be permitted in relation to the
performance of the Service.
35.2 The Contractor shall notify the Council’s Representative
immediately upon becoming aware of any potential conflict of
interest (whether direct or indirect), which may arise between
the interests of the Council and any interests of the Contractor
or its other clients.
35.3 If there is a direct conflict of interest (as determined by the
Council in its absolute discretion), the Contractor shall comply
with the Council’s directions to remove or avoid such a conflict.
35.4 If there is an indirect conflict of interest, the Contractor shall
satisfy the Council that satisfactory arrangements have been
made to ensure that the conflict cannot prejudice the
performance of the Service.
35.5 The Council shall be entitled to terminate the Contract in
accordance with Conditions 29 and 30 if the Contractor
breaches this Condition 35.
36. Quality Assurance
36.1 The Contractor shall operate a self-regulatory system of quality
assurance and quality measures relevant to the Contract in
addition to any quality requirements in the Specification which
ensures that the Service is provided in accordance with the
requirements of the Contract, including the following measures
as a minimum to:
36.1.1 make available back-up, replacement and support
staff whenever necessary;
36.1.2 give senior management time and staff for the
performance and organisation of the Service;
36.1.3 ensure that there are properly organised and efficient
systems and processes in place between the
Contractor and any permitted sub-contractors to
enable full understanding and agreement concerning
the Service which is to be provided and the
necessary liaison with the Council;
36.1.4 enable a quick response to the Council’s requests or
requirements for the Service and matters associated
with the Service, including but not limited to
attendance at meetings and requests for information;
36.1.5 ensure compliance with all contractual timescales
and all other reasonable response times;
36.1.6 maintain and monitor all contractual or relevant
36.1.7 check that information, data or software supplied
pursuant to the Contract is fit for the purpose for
which the Council intends to use it;
36.1.8 deal properly with any potential conflicts of interest in
accordance with the Contract; and
36.1.9 keep the Council informed about progress in the
provision of the Service.
37. Best Value
37.1 The Contractor acknowledges that the Council is subject to a
statutory duty pursuant to the Local Government Act 1999 to
make arrangements to secure continuous improvement in the
way its functions are exercised having regard to a combination
of economy, efficiency and effectiveness (“the Best Value
37.2 The Contractor shall co-operate fully and assist the Council, so
far as reasonably required, in relation to all requests for
assistance by the Council in connection with the performance of
the Council’s Best Value duty as it relates to the Contract at no
extra charge including, but not limited to:-
37.2.1 complying with all requests for information, including
providing access to premises, staff, documents, data
37.2.2 providing assistance to enable the Council to
undertake best value consultation exercises including
undertaking customer or user satisfaction surveys, if
required and providing a written report to the Council
setting out the results;
37.2.3 providing all assistance and information necessary to
include an objective comparison of the quality and
standard, performance and delivery of the Service,
with other organisations;
37.2.4 maintaining and monitoring performance of all
contractual performance measurements and targets
and providing a detailed performance management
report in writing at contract review meetings;
37.2.5 on each anniversary of the Commencement Date
providing proposals for service improvements,
including an annual review of performance indicators
and targets and implementing such proposals as
agreed by the Council;
37.2.6 throughout the Contract Period, and not less than
annually, proactively suggest efficiency savings;
37.3 The Contractor shall be subject to a duty to demonstrate
continuous improvement in its performance of the Service
throughout the Contract Period;
37.4 The requirements of this Condition 37 shall be at no additional
cost to the Council.
38. Transfer of Responsibility
38.1 In the event that a different organisation is required to take over
the Service at the expiry or termination of the Contract, the
Contractor shall fully co-operate in the transfer, at no extra cost,
under arrangements to be notified by the Council.
38.2 The transfer shall be arranged between the Council and the
Contractor so as to reduce to a minimum any interruption in the
39. Force Majeure
39.1 Either party shall give written notice to the other as soon as it
becomes aware of any Force Majeure event, setting out details
of the Force Majeure event, its likely duration and the steps
being taken and to be taken by both parties to minimise the
effect of the Force Majeure on provision of the Service.
39.2 Both parties shall use all reasonable endeavours to secure the
resumption of the Service at the earliest possible opportunity
following a Force Majeure event.
39.3 For the avoidance of doubt, a Force Majeure event shall not
relieve the Contractor of its duty to provide the Service in
accordance with the requirements of the Contract unless
otherwise expressly agreed in writing by the Council
Representative, acting reasonably.
40.1 Except where otherwise agreed all communications between
the parties or with any third parties, in relation to the Service,
shall be conducted in the English language.
41. Information to be Supplied by the Contractor
41.1 The Contractor shall provide all relevant information which may
be required by the Council in order that the Council can act
fairly, properly and in accordance with its legal obligations in
connection with any tendering exercise it undertakes at any
time, relating to the provision of the Service, or the future
provision of the same or any similar service. The Council may
make a request for any such information at any reasonable
time and the Contractor shall comply with that request as soon
as practically possible and in any event within any period
specified by the Council.
41.2 If the Contractor fails to provide information requested within
the required timescale, the Council may at its discretion refuse
to accept a tender from the Contractor in relation to the
tendering exercise and/or may terminate the Contractor’s
employment pursuant to this Contract.
42. Observance of Statutory Requirements
42.1 The parties shall each comply with all statutory and other
provisions to be observed and performed in connection with
the Service and each party shall indemnify the other against all
actions, claims, demands, proceedings, damages, costs,
charges and expenses whatsoever in respect of any breach of
their respective statutory obligations.
43.1 Neither the Contractor nor its personnel shall in any
circumstances hold itself or themselves out as being the
employee or agent of the Council otherwise than in
circumstances expressly or implicitly permitted by the Contract.
43.2 Neither the Contractor nor its personnel shall in any
circumstances hold itself or themselves out as being
43.2.1 enter into any contract on behalf of the Council or in
any other way to bind the Council to the performance
variation release or discharge of any obligation, or
43.2.2 perform or discharge duties or functions which by
statute must be performed or discharged by the
otherwise than in circumstances expressly or implicitly
permitted by the Contract.
43.3 Neither the Contractor nor its personnel shall in any
circumstances hold itself or themselves out as having the
power to make vary discharge or waive any bylaw or regulation
of any kind.
44.1 Any demand, notice, or other communication required to be
given, or served, pursuant to this Contract, shall be in writing,
and shall be sufficiently served if served personally on the
Council’s Representative, or the Contractor’s Representative
as appropriate, or if sent by first class recorded delivery post,
by electronic mail or facsimile transmission to the registered
office or last known address of the party to be served, when it
shall be deemed to be served on the second business day
after the date of posting or at the time of successful
transmission, subject to proof to the contrary.
45.1 Failure by either party to exercise any right or remedy shall not
constitute a waiver of that right or remedy.
45.2 No waiver shall be effective unless it is communicated in
writing to the other party.
46. Environmental Requirements
46.1 The Contractor shall, so far as reasonably practical and
relevant to the provision of the Service, conserve energy, water
and other resources, reduce water and noise pollution and
phase out the use of ozone depleting substances and minimise
the release of greenhouse gases, volatile organic compounds
and other substances damaging to health and the
environment, minimise waste and maximise use of recycled
46.2 The Contractor shall at all times comply with the Council’s
Green Purchasing Standard.
47.1 The Contract shall be governed by interpreted in accordance
with English Law and shall be subject to the jurisdiction of the
48.1 If any provision in this Contract shall become or be declared by
a court to be invalid or unenforceable in any way, such validity
or unenforceability shall in no way impair or affect any other
provisions of this Contract all of which shall remain in full force
49. Freedom of Information Act 2000
49.1 The Contractor acknowledges that the Council is (and the
Contractor may be) subject to the provisions of the Freedom of
Information Act 2000 (‘FOIA’)
49.2 In this Condition 49 ‘Information’ has the meaning given to it in
s.84 of FOIA
49.3 If the Contractor receives any request for Information pursuant
to FOIA (regardless of whether such request complies or does
not comply with the strict requirements of FOIA) it shall:
49.3.1 make no response to such request other than a bare
acknowledgement of receipt stating that the request
has been passed to the Council
49.3.2 pass such request (and a copy of the letter referred to
in Condition 49.3.1) to the Council within 24 hours of
receipt of the request by the Contractor
49.3.3 take no further action in regard to such request save
at the direction of the Council.
49.4 The Contractor shall upon request by the Council (and within
such period as the Council may specify) provide the Council
with all assistance and Information under its control to enable
the Council to respond to a request for Information within the
time for compliance prescribed by FOIA
49.5 The Council shall be responsible (in its sole discretion) for
49.5.1 what Information is to be disclosed pursuant to a
request for Information (regardless of whether such
Information originates from the Council or the
49.5.2 what Information (if any) is exempt from disclosure
pursuant to FOIA
49.5.3 whether or not to include any category of Information
in its Publication Scheme.
49.6 The Contractor acknowledges that the provisions of this
Condition 49 and of FOIA may override any obligation of
confidentiality as between the Council and the Contractor and
that the Council may be obliged to disclose Information without
consulting the Contractor or having consulted the Contractor
but in opposition to the views of the Contractor.
49.7 Each party shall bear its own costs of compliance with this
50. Business Continuity
50.1 The Contractor must have for the duration of this Contract
adequate business continuity arrangements in place. Such
arrangements should ensure that the Contractor is able to
continue providing the Service immediately following a major
interruption to the Contractor’s business, regardless of the
cause of the interruption.
51. Contractor’s TUPE Obligations
51.1 In accordance with the provisions of TUPE, employees
identified in Part 1 of the TUPE Schedule (the “Transferring
Employees”) shall become employees of the Contractor with
effect from the Commencement Date on the same terms and
conditions of employment as those employees employed with
the Council immediately prior to the Commencement Date.
51.2 The Contractor shall offer the Transferring Employees, with
effect from the Commencement Date and to the satisfaction of
the Council, the choice of either:
51.2.1 Pension benefits comparable (as determined by
independent actuaries) with the pension benefits
provided to the Transferring Employees by the
Council prior to the Commencement Date or;
51.2.2 Adequate compensation (as determined by
independent actuaries, if under the Contractor’s
scheme any individual who joins the scheme is not in
a comparable position as determined by those
actuaries), for the pension benefits forgone by the
Transferring Employees as a result of ceasing to be
employees of the Council; or
51.2.3 Seeking admission for the Contractor’s organisation,
as an “Admitted Body” to the Local Government
Superannuation Scheme (LGSS).
51.3 The Contractor shall make available to the Council and its
actuaries full details of the comparable benefits and methods
of calculation of the compensation or details of the admission
to the LGSS immediately upon the award of this Contract and
shall promptly respond to all enquiries by the Council or its
actuaries in relation to pension issues.
51.4 The Contractor shall on the Commencement Date discharge
all car loans and season ticket loans of the Transferring
Employees with the Council and continue the arrangements
with those Transferring Employees who enjoyed the benefit of
those loans on at least the same terms as provided by the
51.5 The Contractor shall continue to recognise any trade unions
which represent staff transferring as well as any relevant
51.6 The Council will indemnify the Contractor against all damages,
compensation, fines, other liabilities and reasonable costs and
expenses incurred or suffered by the Contractor in connection
with any claim, by any of the Transferring Employees other than
those arising solely because of the operation of TUPE to the
extent that such claim is attributable to any act or omission of
the Council prior to the Commencement Date.
51.7 The Council warrants to the Contractor that, at the
Commencement Date, there are no other employees of the
Council whose rights and obligations transfer to the Contractor
under TUPE other than the Transferring Employees and that the
details set out in the TUPE Schedule are accurate and correct in
all material respects and that the terms and conditions set out in
Part 2 of the TUPE Schedule contain the entire terms and
conditions of the Transferring Employees.
51.8 The Contractor shall take over the Council’s obligations with
effect from the Commencement Date under any car leasing
arrangements between the Council and third parties relating to
the Transferring Employees and shall promptly execute such
documents as the Council may reasonably require to transfer
51.9 On, or within, fifteen working days after the Commencement
Date the Council shall deliver to the Contractor PAYE
certificates relating to each of the Transferring Employees duly
completed up to the Commencement Date.
51.10 The Contractor shall indemnify the Council against all damages,
compensations, fines, other liabilities and reasonable costs and
expenses incurred or suffered in connection with any claim
51.10.1 a cause of action occurring on or after the
Commencement Date by all or any of the
Transferring Employees as a result of their
employment with the Contractor on or after the
Commencement Date; and
51.10.2 any failure by the Contractor to comply with its
obligations under this Condition 51.
51.11 Where requested to do so the Contractor shall provide such
information in connection with TUPE, as the Council may
require the Council and/or to any other person authorised by
the Council within 10 days of the request.
51.12 During the eight-month period preceding the expiry of this
Contract or within any period of extension, the Contractor shall
not without the prior written agreement of the Council (which
shall not be unreasonably withheld or delayed):
51.12.1 materially amend the terms and conditions of
employment of any employee whose work, wholly or
mainly falls within the scope of this Contract; or
51.12.2 materially increase the number of employees whose
work (or any part of it) is work undertaken for the
purposes of this Contract.
51.13 The Contractor shall take all reasonable steps to effect, and
not knowingly do or omit to do anything, which may adversely
affect, an orderly transfer of responsibility for provision of the
Service. The Contractor agrees to indemnify the Council fully
and to hold it harmless at all times from and against all actions,
proceedings, claims, expenses, awards, costs and all other
liabilities whatsoever in any way connected with or arising from
or relating to the provision of TUPE-related information.
51.14 If the Contractor fails to comply with the requirements of this
Condition 51, in addition to its other contractual remedies, the
Council may exclude the Contractor from the re-tender
51.15 The indemnifying party shall be given prompt notice of and
kept fully informed of the progress of all claims by the other
party under any indemnity in this Condition 51.
51.16 The Contractor shall provide to the Council upon request a
51.16.1 at the Commencement Date of a subsequent
contract for the Service there are no other
employees of the Contractor whose rights and
obligations transfer to any subsequent contractor
under TUPE other than the employees identified in
a schedule (which shall be provided by the
Contractor); and that
51.16.2 the details set out in any TUPE-related information
which shall be provided by the Contractor to the
Council upon request are accurate and correct in all
material aspects and that the terms and conditions
of employment of the employees, provided by the
Contractor, contains the entire terms and conditions
of the employees so identified.
51.17 The Contractor shall, on or within fifteen working days after the
commencement date of a subsequent contract for the
provision of the Service deliver to the subsequent contractor
PAYE certificates relating to each of the employees who will
transfer to the subsequent contractor under TUPE. The
certificates shall be duly completed up to the commencement
date of the subsequent contract.
51.18 The Contractor shall cooperate with any subsequent incoming
contractor which shall include
51.18.1 provision of information;
51.18.2 allowing any incoming contractor to speak to the
Contractor's employees or employee
representatives who will transfer to the incoming
contractor under TUPE.
51.19 The Council has adopted the Workforce Issues-Procurement
and Best Value Policy ODPM Circular 03/2003-Best Value and
Improvement- which was published on 13 March 2003 and had
attached as Annex D the Code of Practice on Workforce
Matters in Local Authority Service Contracts. The Council has
decided that the principles set out in this Code will form part of
the Contract Documents. Where the Contractor recruits new
staff to work on the Contract alongside staff transferred under
TUPE from the Council it will be required to offer employment
on fair and reasonable conditions which are, overall, no less
favourable than those of the Transferring Employees.
In accordance with clause 17.3 of Schedule 1 (Terms and Conditions) listed below
are the Council resources that can be used in connection with this Contract:
None – there are no Council resources applicable to be used by the Contractor in
the delivery of this Contract.
INDEX TO SPECIFICATION OF SERVICE
1. Orders and Delivery of Goods
2. Deliveries, Locations and Access
3. Unloading of deliveries
4. Delivery Personnel
5. Delivery Notes/Manifests
6. Defective Deliveries
7. Delay in Deliveries
8. Sales Administration and Product Queries
9. Marketing by Contractors
10. Participating Bodies Purchase Orders
11. Return of Goods
12. Additional Items to be added to the Pricing Schedule
16. Sustainable Development and Environmental Issues
17. Bespoke Items
19. Customer Accounts
20. Catalogues and Price Lists
22. Contractors e-Procurement Website Order Protocols
23. Participating Bodies e-procurement System Orders and Monitoring
24. Supply of Contractor Order forms
25. Invoicing, Payment, Discounts and Rebates
26. Basis of Prices
27. Core Items Replacing Non-core Items
28. Information and Usage Reports
29. Variation to the Pricing Schedule
30. Service Levels and Key Performance Indicators `
1. ORDERS AND DELIVERY OF GOODS
1.1 The Contractor must be able to receive orders from Participating Bodies
either through :-
a nominated e procurement system,
the suppliers website,
official order pads,
over the phone,
1.2 Deliveries will be "called off" as and when required by a Participating Body
using any of the methods in 1.1.
1.3 All orders shall specify the date and place of delivery together with the
contact name and number including the invoice address and contact name
and number if different from the delivery address.
1.4 The Contractor must have an electronic system in place to automatically
"acknowledge" electronic orders with a return e-mail to the end-user. This
notifies the end-users that the orders have been lodged with the
1.5 No minimum order quantity or value will be considered.
1.6 All orders will generally be deemed to be received on the same day for
orders placed up to 3.00 p.m. or the next working day if placed after 3.00
1.7 The Contractor will be required to maintain e catalogues, inc. punch out
catalogues on behalf of Participating Bodies.
1.8 If any electronic orders are "rejected" due to obsolete product lines, non-
availability or order value exceeding the purchase card credit limits, the
end-user must be notified immediately. In such an event, the end-user
should be provided the opportunity to replace obsolete products/ out of
stock products with alternatives over the phone rather than be instructed
to place a replacement electronic order.
1.9 The Contractor immediately upon receipt of an Order must notify any stock
outs or non-availability. Wherever possible, end-users must be provided
dates on back order deliveries.
1.10 Deliveries shall be made to the delivery points and premises as specified
on the Participating Bodies Purchase Orders or electronic order and the
Contractor shall ensure that all delivery personnel are fully aware of this
1.11 If any item on the Pricing Schedule is not available the Contractor within
two working days from the delivery date must provide a suitable alternative
replacement. Such suitable alternative replacement must be offered and
delivered to the Participating Body at the same cost as the unavailable
item. The Contractor shall use all reasonable endeavours to ensure that
items on the Pricing Schedule are made available for delivery in
accordance with the provisions of the Contract Documents.
1.12 Participating Bodies may require desk to desk deliveries, delivery to site or
bulk deliveries. From receipt of a Purchase Order from a Participating
Body, the Contractor shall be required to deliver on a next day basis for
core items. For items ordered from the Contractor’s Catalogue (non-core
items) and for items requested from the Wholesaler’s Published
Catalogue delivery is required within 2 working days.
1.13 Participating bodies may have a requirement to vary the frequency of
deliveries, the Contractor will need to work with the individual Participating
Bodies to agree any changes the frequency and number of deliveries in
1.14 Delivery Times are to be mutually agreed with each Participating Body,
which will generally be in office hours Monday to Friday 9am to 5pm
(except public and bank holidays).
1.15 Emergency deliveries may be required from time to time for same day
delivery these will be free of charge to Participating Bodies. Contractors
will review the frequency of such occurrences on a quarterly basis with the
1.16 Generally goods will be signed for by the Participating Body on a "received
but not checked" basis. The parcels delivered are signed for on the
number of parcels received rather that the contents of the parcel. Any
shortage/discrepancy in delivery, if reported, shall be accepted and
rectified by the Contractor within 48 hours of the notification of the
2. DELIVERIES LOCATIONS AND ACCESS
2.1. Desk to desk delivery
2.1.1. The Contractor shall be required to deliver to the point specified in
the Participating Bodies Order.
2.1.2 Deliveries will need to be made to various floors at any given site and
to specific points on that floor (there may be up to 200 or more
different delivery points and premises that may be specified on a
Participating Body’s Order).
2.1.3 The Contractor may be unable to be provided with exact room
numbers/floor levels on the delivery addresses when the customer
accounts are set up during the initial contract implementation period.
The Contractor must instruct their delivery drivers/couriers to effect
deliveries as per instructions provided by the Participating Bodies
respective reception areas at the time of delivery to the municipal
establishment/schools as to the exact room numbers/floor levels.
Lifts may not be available at certain locations.
2.1.4 No deliveries shall be left at the reception desk or outside the
premises unless requested to do so.
2.1.5 Access difficulties can be experienced in certain circumstances, it will
be the Contractor's responsibility to contact the Participating Body
Authorised Officer, or nominated representative who should give
further instructions. Under no circumstances are the goods to be left
unattended. Prior to the commencement of the contract, the
Participating Body Authorised Officer will provide the Contractor with
a contact telephone number. Where possible Participating Bodies
will advise the Contractor of any known delivery difficulties i.e. no
2.1.6 Special care should be taken when delivering to schools and Social
Services homes. If requested by the head of such establishment, the
Contractor's and or its employee shall obtain his or her permission
before taking the vehicle onto the premises.
2.2 Delivery to Site
2.2.1 The Contractor will be required to deliver to “Goods In” or where
directed at each site within a Participating Body.
2.3. Bulk Deliveries
2.3.1 The Contractor will be required to deliver to stores in bulk.
2.3.2 Deliveries shall be to one delivery point to be advised by the
2.3.3 Large orders are to be packed in pallets and may require a tail lift
truck for off-loading
3. UNLOADING OF DELIVERIES
3.1. Delivery shall include the proper unloading and stacking of goods at the
delivery point specified on the Participating Body’s Order.
3.2. Upon request delivery personnel should quote the Participating Body’s
Purchase Order number.
3.3. On no account should the Contractor’s delivery personnel, Agent or
Carriers leave packages unattended at any point before delivery is made
and Delivery Note obtained.
3.4 Deliveries shall be to any LCSG Member who joins the agreement after
the Commencement Date and the Contractor shall be notified.
3.5 Where a delivery is made by carrier on behalf of the Contractor, then the
Contractor must ensure that the carrier is provided with a copy of the
Contractor’s delivery note for presentation with the delivery, in order that
wherever possible quantities as described are consistent with goods
3.6.1 The Contractor shall be deemed to have made himself aware of all
Road Traffic Regulations and local by-laws. Some municipal buildings,
land and schools (and other destinations) fall within
controlled/restricted parking areas and the Contractor shall generally
and specifically take this into account in developing his service delivery
plan. The Contractor shall be responsible for the payment of all
parking fees and correctly issued penalty charges, whether or not
incurred during the execution of the Contract.
3.6.2 The Participating Body is not obliged to consider any parking/waiting
and loading issues arising during the course of the Contact which
were not raised within the Contractor's original tender. Where new
regulations/parking schemes are proposed/implemented during the
contract period the Contractor will not enjoy any additional rights to
those of any other motorist/individual affected by the proposal.
3.6.3 The Participating Body is not obliged to issue any dispensations for
parking/waiting and loading or to cancel any penalty charges
howsoever incurred in respect of any of the Contractor's vehicles or
vehicles used by the Contractor/ agent /carrier. The Participating Body
will not make any representations to any other Traffic Authority on
behalf of the Contractor nor be obliged to support the Contractor in
making such representations.
4. DELIVERY PERSONNEL
4.1. The Contractor's employees, agents or sub-contractors shall produce
identification upon request when entering any Participating Body
premises. Drivers should be fully conversant with the area, delivery
locations and procedures.
5. DELIVERY NOTES/ MANIFESTS
5.1 The Contractor shall provide a Delivery Note with each delivery.
5.2 The Contractor shall ensure that any Delivery Note is submitted to the
Participating Body Customer Department, store person or school
caretaker for signing. Failure to adhere with or to indicate on the
document that only part of a Participating Bodies Order is delivered will
result in delay in processing invoices for payment and the Participating
Body shall have no liability to the Contractor in respect of delays so
5.3 Where any part delivery is made the Contractor must submit a Delivery
Note to the Participating Body Customer Department, store person or
school caretaker for signing clearly detailing the shortfall on the
5.4 Delivery Notes shall be altered to reflect the correct items/quantity
delivered if there is found to be a discrepancy between the actual
items/quantity of stock delivered to that requested or an item is found to
be unsuitable by the Customer Department. Any discrepancy will be
notified to the Contractor within 7 working days and where an item is
deemed to be unsuitable then this will be returned to the Contractor within
30 days. The Participating Body shall be invoiced according to the
amendment or the Contractor should raise a credit note for that
5.5 Copy Delivery Notes should be available from the Contractor at all times
6. DEFECTIVE DELIVERIES
6.1. All deliveries made to the wrong locations, incorrect deliveries or supply of
damaged goods shall be rectified within 3 working days of notification
from the Participating Body. The Participating Body shall have no liability
for loss of or damage to goods incorrectly delivered, lost or damaged.
6.2. All collection and re-delivery of goods made as a result of incorrect
deliveries shall be at the Contractor's risk and cost.
7. DELAY IN DELIVERY
7.1. Delay in delivery beyond the time specified in the Participating Body
Purchase Order may, if the Authorised Officer so elects, result in the
cancellation of a Participating Bodies Order. The Participating Body shall
have the right to purchase similar goods from an alternative Contractor
and the Contractor shall be liable for any extra reasonable costs incurred
in doing so.
7.2. The Contractor shall produce on at least a monthly basis a back order
report to each Participating Body unless otherwise instructed.
8. SALES ADMINISTRATION AND PRODUCT QUERIES
8.1. The Contractor shall ensure that the account is administered and
managed by a dedicated team. The Contractor shall deal on request with
all queries from the Customer Departments of the Participating Body on
8.2. The Participating Body must be able to contact the Contractor on any
query between the hours of 08.00 and 18.00, Monday to Friday inclusive
though save for public and English bank holidays. The Contractor shall
give at least one month's notice of any closing period other than English
8.3. The Contractor should at all times keep a hard copy on file or imaged
copy on disc file of the Participating Bodies Order to ensure that in the
event that the Contractor's computer system is not at any time functional
the Contractor's sales personnel are able to locate a copy of the order.
8.4. The Contractor's sales personnel shall not add any additional items to
orders that have already been submitted without the consent of the
Participating Body Authorised Officer.
8.5. The Contractor is expected to support the integrity of the product range as
they are awarded. In circumstances where an enquiry or order is received,
other than for a product range, for which the contract has been awarded,
the Contractor is expected to refer back to the Authorised Officer of the
appropriate Participating Body.
8.6 The Contractor shall notify each Participating Body’s Authorised Officer of
any alterations to the Contractor’s Catalogue, product codes or pack sizes
and shall identify any such changes in writing at least 30 days prior to the
proposed implementation of such changes. This clause shall apply equally
where the Contractor intends to remove any items listed in the Schedule
of Prices or any alteration made thereafter (as referred to at clause 12 of
these Specifications) and replace the item with an alternative. Such
changes should be made in consultation and agreement with the Lead
9. MARKETING BY THE CONTRACTORS
9.1 The overall spend under the terms of this contract is dependent on the
number of LCSG Members who join. The successful Contractor will be
obliged to promote membership of the contract to other LCSG Members
including other Public Bodies who have access to the Contract including
being able to demonstrate the benefits of membership.
9.2 The LCSG expects the Contractor to fully support any related initiatives,
either for all Participating Bodies or at a local participating body level. This
may include but not be limited to:
9.2.1 Running and/or supporting open days and training events for online
ordering, p cards, catalogues etc.
9.2.2 Providing and / or supporting the production of marketing material,
e.g. posters, flyers and e-based or web-based flyers tailored to meet
the individual needs of each participating body including the use of
9.2.3 Providing and / or supporting the production of newsletters and
9.2.4 Produce quarterly a detailed account development plan with the aim
of improving service and reducing costs.
10. PARTICIPATING BODIES PURCHASE ORDERS
10.1 Each Participating Body will make its individual orders to the Contractor.
Any supply of goods or services will only be accepted if supported by a
Participating Body’s Order or numbered Contractor’s Order Form or an
electronic order via a nominated website.
10.2 The Contractor shall despatch in full all items against the Participating
Bodies Order. In the event that deliveries cannot be made in full there
shall be no more than three deliveries per order and subsequently no
more than three invoices submitted by the Contractor or no more than
three payments on a Purchase Card
10.3 The Participating Body has the right to refuse payment of invoices which
do not bear that Participating Body’s Order Number.
10.4 The Contractor will not accept a verbal order purporting to come from an
Authorised Officer of the Participating Body unless the Participating
Body’s Order or number from the Contractor’s Order Form is
communicated to the Contractor at the same time.
11. RETURN OF GOODS
11.1 All goods should be returnable if they are in any way faulty, damaged on
delivery, subject to a delivery error or not as requested including all items
from the Contractor's or Wholesalers’ Catalogue at no cost to the
Participating Body within 30 days of the item being delivered. All collection
of goods to be returned shall be free of charge.
11.2 The Contractor will accept the return of all faulty goods within 30 days,
thereafter the Contractor will use its reasonable endeavours to pass on the
benefits of the manufacturer’s warranty.
11.3 Goods delivered not in accordance with the item description listed in the
Schedule of Prices, or as per the agreed sample, shall be returnable at no
cost to the Participating Body. Immediately upon notification the
Contractor shall issue the Participating Body with a credit note in respect
of such goods.
11.4 All goods requested by the Participating Body for collection shall be picked
up by the Contractor within two working days of the request being made.
The Participating Body shall not be liable for payment in respect of any
goods which the Contractor has been requested to collect, whether or not
it in fact does so.
11.5 The Contractor shall submit a signed copy of the collection note to the
Participating Body. If the credit note for the collection of goods is raised at
the same time as the invoice they should be submitted together with the
relevant invoice. For all electronic orders paid for on the purchase card a
credit should be raised on the purchase card.
11.6 All return queries made by the Participating Bodies to the Contractor shall
be responded to within 48 hours.
12. ADDITIONAL ITEMS TO BE ADDED TO THE PRICING SCHEDULE
12.1 The list of core items shall be reviewed every six months, or as agreed by
the Lead Authority, throughout the Contract Period at a meeting between
the Contractor and representatives of the Lead and Participating Bodies.
The reviews will consider product usage reports both from core list and
the non-core list and decide if items should be deleted or added to the list.
The prices proposed by the Contractor for any agreed additions to the
core list shall be at discount rates pro rata to original tendered prices.
12.2 Any specified item agreed by both the Contractor and the Lead Authority
that is be added to the schedule following the Commencement Date shall
be thereafter considered being a core item.
13.1 The containers of any substances supplied should meet current statutory
controls and adhere to the Chemicals (Hazard Information and Packaging
for (C.O.S.H.H), Health and Safety Regulations, etc.
13.2 All packing materials should be made of recycled material where possible.
The Contractor may also be asked to report on the percentage of recycled
material used from time to time.
14.1 All parcels supplied shall, as a minimum standard, display clearly in
English, information that details: -
a) Contractors Name
b) Participating Body Purchase Order Number & telephone contact
number as specified on Purchase Order
c) Delivery Note Number
d) Priority/Urgent/Express Order(if applicable)
e) Delivery point
f) Total number of parcels in consignment
15.1 There shall be no restrictions on the quantities including individual orders
that may be ordered by the Participating Body. The Participating Bodies
do not undertake to bind or restrict themselves to placing orders with the
Contractor for all or any of the goods described in the Pricing Schedule or
for any particular quantity of goods.
16. SUSTAINABLE DEVELOPMENT AND ENVIRONMENTAL ISSUES
16.1 The Participating Bodies place high importance on sustainable
development and are committed to improving our environmental
performance and opportunities for fair trade. This extends to our
procurement practices and Contractors will be expected to place a high
importance on these issues and address the impacts of their own
16.2 We expect the Contractor to offer an extensive range of environmental
products and upon request provide evidence that environmental
considerations are embedded into the Contractor’s policies, systems and
operations. A particular emphasis should be placed upon making the most
effective use of available resources, conserving energy, re-using materials
and minimising and recycling waste.
16.3 Where specified all paper and wood products must originate from
sustainable source i.e. Forestry Stewardship Council registered timber or
equivalent, not a temperate rainforest or from monocultural plantations.
The Participating Body retains the right to inspect any paper mill as
16.4 Where recycled paper or paper products are required it will have a
minimum 75% content post consumable recycled pulp and Totally-
Chlorine Free (TCF), or Processed-Chlorine Free (PCF). There should be
100% compliance with the Forest Stewardship Council (FSC) 'Recycled'
label or Blue Angel II Mark or other equivalent European environmental
standard. The pricing structure of recycled paper is of particular
17. BESPOKE ITEMS
17.1 Individual Participating Bodies may from time to time require bespoke
items and the price and storage of these items shall be agreed with those
individual Participating Bodies.
18.1 Upon request by the Participating Body, the Contractor shall supply
samples of products for evaluation purposes during the term of the
contract. Such samples shall be delivered, free of charge, to the specified
Participating Body Authorised Officer. The quality of the accepted sample
shall be used as a minimum standard for subsequent products supplied
under this contract
18.2 The Participating Body reserves the right to retain samples supplied, and
no charge shall be made by the Contractor.
19. CUSTOMER ACCOUNTS
19.1 Each Participating Body will be required to be allocated a specific account
number, certain Participating Bodies may require each individual delivery
location to be allocated an account number.
19.2 If so requested by the Participating Body it shall be issued with further
account(s) to facilitate the specific delivery requirements (i.e. where
Participating Bodies have a mix of delivery requirements e.g., bulk and to
19.3 The account number(s) must be used as the reference for all invoices,
credit notes, statements and correspondences appertaining to that
19.4 New accounts shall only be set up with the approval of the Participating
Bodies Authorised Officer. The Contractor should review the account list
with the Participating Body periodically to update details and
delete/suspend any obsolete accounts.
20. CATALOGUES AND PRICE LISTS
20.1 Contractor's Catalogues and Corresponding Price Lists
20.1.1 The Participating Bodies will require, at least one month prior to the
Commencement Date, the Contractor’s/bespoke Catalogue with
price list to be distributed by the Contractor to Customer
Departments free of charge.
20.1.2 The Contractor will supply copies of the Contractor’s/bespoke price
list one month prior to the effective date of any agreed price
variations in accordance with paragraph 22 hereof to the
Participating Bodies Authorised Officer and Customer Departments
free of charge.
20.1.3 All Contractor’s/bespoke Catalogues and prevailing price list shall be
supplied free of charge to all Participating Bodies and must be
available throughout the term of the contract as required.
20.1.4 Where requested by a Participating Body, an electronic copy on
media as agreed of the Contractor’s/bespoke Catalogue with price
list shall also be provided free of charge.
20.2 Wholesalers’ Catalogue and Corresponding Price List
20.2.1 The Participating Bodies will require, at least one month prior to the
Commencement Date, the wholesaler’s catalogues and price lists to
be distributed by the Contractor free of charge to the Customer
Departments or as requested.
20.2.2 The Contractor will supply copies of the Wholesalers’ Catalogue and
Price List one month prior to the effective date of any agreed price
variations in accordance with paragraph 22 hereof to the
Participating Bodies Authorised Officer and Customer Departments
or as requested, free of charge.
20.2.3 All Wholesaler’s catalogues and prevailing price list shall be supplied
free of charge to all Participating Bodies and must be available
throughout the term of the contract as required.
20.2.4 Where requested by a Participating Body an electronic copy on CD
of the Wholesaler’s catalogue with price list shall also be provided
free of charge.
20.3 All paper-based catalogues must be produced on recycled paper.
20.4. Electronic Catalogues
20.4.1 A number of Participating Bodies use e procurement to process
orders. It will therefore be necessary for the Contractor to provide a
comprehensive database suitable for use on the Participating Bodies
purchasing system, or be required to load an electronic ‘’punch out’’
catalogue onto a nominated website at no charge to the
Participating Body. It is anticipated that both the existing manual
system and the electronic system may work together and that
Participating Bodies will increasingly move to placing the majority of
orders via e procurement systems.
20.4.2 The Participating Body will agree on a bespoke catalogue with the
successful Contractor/s, who will then be required to place their
bespoke catalogues with the agreed price list (core and non-core
items) onto the nominated electronic website.
20.4.3 The Contractor/s shall ensure that each Participating Body's
Authorised Officer is e-mailed the price file to review any agreed
alterations to catalogues, product codes or pack sizes via the
nominated electronic website whenever a LCSG price review has
been approved by the Lead Authority at least 10 days prior to the
proposed date for going live on new pricing.
20.4.4 Any such changes will require the formal approval of the Participating
Body's Authorised Officer via the nominated electronic website
before they are activated. This requirement shall apply equally where
the products are removed from or added to the contract specification.
21. e PROCUREMENT
21.1 Many Participating Bodies have implemented e procurement. These
include government purchase cards (Visa / MasterCard), online
catalogues and consolidated invoicing, e invoicing and the electronic
interchange of purchasing documents. The Contractor must offer/support
a fully enabled e-procurement system, to assist in delivering Participating
Bodies objectives. This is important in order to meet the efficiency savings
and methodologies integral to challenges faced by Participating Bodies.
21.2 The Contractor will interchange, if required, documents electronically e.g.
via XML, including but not limited to invoices, purchase orders, usage
21.3 The Contractor will be able to provide payment terms as electronically
consolidated invoices to each individual Participating Bodies specification,
which should be compatible in order to populate financial management
21.4 The Contractor must be able to provide online catalogues bespoke to the
individual requirements of each Participating Body, which will include
visible / non-visible items, core items and environmental alternatives.
21.5 The Contractor must be able to provide matches to generic product
descriptions from competitor catalogues in order that prices can be
22. CONTRACTORS e PROCUREMENT WEBSITE – ORDER PROTOCOLS
22.1. The Contractor shall accept a valid Purchasing Card as a method of
payment and substitute for an authorised paper/fax order. To gain access
to the e-procurement web site users (cardholders) will have a user id and
password unique to each of them. The Contractor will supply each user
with the above using secure means.
22.2 The order process should require the entry of validation details relating to
payment. In particular the card number and dates and user name should
be tested and validated before the order is accepted.
22.3 Each order placed on Contractors e-procurement system should be given
unique order reference number, which allows access online to the
information held against that number. This should include information on
queries, collection/returns, product substitution, and back orders in
addition to the normal order information.
22.3 It should be possible to cancel or amend an order via the web site before
or after delivery confined only by deadlines agreed between the
Contractor and the Participating Body.
22.4 The defined area within your e-procurement system will always direct
users to the Core Items, as agreed by the Participating Body and the
Contractor, in the first instance
23. PARTICIPATION BODY e-PROCUREMENT SYSTEM – ORDERS AND
23.1 Contractors shall be capable of receiving orders and sending invoices
electronically. Orders will be received direct into an interface within your
e-procurement system constructed specifically for individual Participating
23.2 If the user requests an item from the Contractors Catalogue and an
equivalent is offered on the list of Core Items then the Contractors
system should be capable of substituting the core item for the non core
item. The user should be alerted to the substitution but should not be
able to override it.
23.3 The Contractors system should be capable of storing order and invoicing
information, which is accessible to each Participating Body.
23.4 Accesses to the website used to place orders must be password
protected and use the latest industry standard in security.
23.5 The Contractors system should be capable of allowing management
information, as set out in “Information and Usage Reports”, to be
downloaded directly from the Contractors web site.
23.6 The web site should allow users access to the Contractors Catalogue,
the issue numbers and prices of which have been agreed. The web site
should be capable of suggesting cheaper equivalent products where
possible but the Contractor will not substitute products without obtaining
permission from the order originator.
23.7 The Contractors web site should be capable of acknowledging receipt of
order confirming the following details:
product item number
unit of measure (UOM)
total price excluding VAT
exceptions to the standard agreed delivery time
items placed on back order
named contact details for the order
delivery address of the order
Participating Bodies purchase order number
23.8 The Contractor’s e-procurement system must be capable of interfacing
with the Participating Bodies finance system and all invoices, or request
for payment equivalents, should be sent electronically direct into that
23.9 The Contractor shall pass electronic data relating to the sale to the card
user including the following:
total amount excluding VAT
line item detail i.e. description, quantity and unit of measure (UOM)
23.11 The treatment of VAT, as part of the Purchasing Card processes, is
important to Participating Bodies as Customs and Excise refund VAT if
there is evidence of payment. Participating Bodies will require electronic
evidence of VAT to avoid putting extra resources into chasing paper.
23.12 Participating Bodies will require the Contractor to process Purchasing
card transactions using electronic terminals that are capable of giving
VAT information. These points of sale devices can deliver either level 2
or level 3 enhanced data. The difference between level 2 and 3 data is
23.12.1 Level 3: Line Item Detail provides VAT and additional
information (including description) for each line of an order.
23.12.2 Level 2: Summary VAT data provides VAT on the total order
23.13 The Contractor will be required to provide Level 3 data.
23.14 It is emphasised that in many cases current manual systems and the e-
procurement system proposed will run side by side with the transfer to
the electronic system implemented in stages.
23.15 It is not anticipated that e-procurement will be implemented at the start of
the contract as detailed discussions will need to take place between the
Participating Bodies and the Contractor to agree detailed requirements,
construct a plan and implement.
24. SUPPLY OF CONTRACTOR ORDER FORMS
24.1 It is possible that some Participating Bodies (e.g. schools) may require
the use of order forms to place orders with the Contractor.
24.2 Format of Forms
24.2.1 Order Forms (pre-printed) for Contract Items
The Contractor shall produce and supply, free of charge, to the
Participating Bodies (who currently use a pre-printed order form for
placing orders for contract items) or who so request, Pre-printed
Order Forms containing the most frequently used items as listed in
Schedule 1. The format of the forms and number of carbon copies
required shall be agreed by the Participating Bodies Authorised
Officer prior to issue. See example in Appendix 2
24.1.2 Order Forms (Blank) for non-contract items
The Contractor shall produce and supply, free of charge, to the
Participating Bodies (who currently use a pre-printed order form for
placing orders for items from the Contractor’s or Wholesalers’ Catalogue
other than core items) or who so requests, blank Order Forms. The
format of the forms and number of carbon copies required shall be
agreed with the Participating Bodies Authorised Officer prior to issue.
24.1.4 Returned Goods and Discrepancy Forms
The Contractor shall produce and supply, free of charge, to the
Participating Bodies (who currently use a form to return goods) or who so
requests, Returned Goods and Discrepancy Forms. The format of the
forms to be agreed with the Participating Bodies Authorised Officer prior
24.2 The Supply of Order Forms
24.2.1 The Contractor shall initially supply and distribute free of charge if
required an agreed number of copies of each Form at least two
weeks prior to the Commencement Date to the Participating Bodies
Authorised Officer and/or Customer Departments. Thereafter
batches shall be delivered to Participating Bodies Authorised Officer
or Customer Departments within 24 hours following a request.
24.2.2. At least one of each order form shall accompany each individual
delivery and should be packed inside the parcel unless otherwise
instructed. Subsequent supplies of order forms (maximum of 5) shall
be delivered to end users upon request. It is the Contractor's
responsibility to ensure that a continuous supply of each order form
24.2.3 The printed and blank Order Forms may be subject to change after
agreement of any price variation. The Contractor shall produce
sufficient quantities free of charge of amended forms as necessary at
least two weeks prior to the effective date of any agreed price
24.3 Cost Centre Codes on Order Forms
24.3.1 Some Participating Bodies are unable to provide a list of addresses
which correspond to their Cost Centre Codes. It will therefore be
necessary for the Contractor to establish this list for their database by
extracting this information from the Order Forms or Purchase Orders
as and when received. So that deliveries are made in accordance
with the details on the Order Forms or Purchase Orders, it will be the
Contractor's responsibility to ensure that the address on the Order
Form or Purchase Order at all times corresponds with the address on
the Contractor's database against the relevant Cost Centre Code.
24.3.2 Purchase Orders may be submitted to the Contractor in addition or in
place of, the Order Forms and shall be accepted by the Contractor.
24.3.3 Regardless of ordering method, all items on the core list shall always
be invoiced in accordance with the agreed Pricing Schedule.
24.5. Electronic Order Processing
24.5.1 It is anticipated that over the next few years a number of Participating
Bodies may change to electronic order processing. It will therefore
be necessary for the Contractor to provide a comprehensive
database compatible with Participating Bodies systems, at no charge
to the Participating Body. During the Contract period it is anticipated
that both the existing manual system and the electronic system may
25. INVOICING, PAYMENT DISCOUNTS AND REBATES
25.1 The Contractor must be able to accommodate the payment of an order
through e-procurement via the Participating Body's corporate financial
system (e.g. via Oracle, Masterpiece or equivalent online), cheque or
Purchase Cards and must be able to invoice and accept payments from
25.2 Payment will be made up-front using a Purchase Card via e-procurement.
No invoices for payment should be sent out on such an electronic
transaction. Statements or invoices marked “paid by card” may be
25.3 Orders placed and rejected on the nominated website due to value of the
Order exceeding the Purchase Card credit limit must be communicated to
the order originator within 24 hours of the Contractor acknowledging the
order. In such an event, the order originator must be given the opportunity
to provide Purchase Card details over the phone to enable the order to be
processed. The order originator must not be instructed to re-order the
25.4 For other manual orders all invoices should be submitted as requested by
the Participating Body. Participating Bodies may request invoices
submitted in one or more of the following formats:
(a) Invoice per order.
(b) Consolidated invoices, which may be Monthly and either, be by
Participating Body, department, section, school or cost centre.
(c) Hard copies of invoices or electronically posted invoices and marked
“paid by card” if ordered electronically.
(d) Where hard copy is requested this should be in the form of a single
copy or as required by each Participating Body.
25.5. All invoices should be submitted to the Participating Body as directed, as
and when the complete delivery is made and shall specify the Participating
Body Purchase order number, the name of the customer department and
the address of the premises where the goods were delivered.
25.6. Invoices must show the price for each complete unit. Any invoice priced in
sub assemblies will not be acceptable.
25.7 The rebate for annual turnover offered to each Participating Body is fixed
at 4%. The rebate shall be paid annually based on total invoiced spend
over the previous twelve months. The first payment shall be calculated
using the invoiced spend from 1 April 2010 to 31 March 2011 and shall be
payable by the Contractor within 30 days.
25.8 A rebate of 1% of annual turnover shall apply for those Participating
Bodies that request consolidated invoicing from the Contractor. This will
either be one monthly consolidated invoice per department or cost centre,
or one monthly consolidated invoice for the whole body.
25.9 A rebate of 1% of turnover shall apply for those Participating Bodies which
place orders using a recognised purchasing card.
25.10 A rebate of 1% of annual turnover shall apply for those Participating
Bodies which place orders either online through the contractors website or
using an agreed e-procurement method.
25.11 A rebate of 1% of annual turnover shall apply where the Participating Body
provides evidence that the Contractor is receiving over 90% of the total
expenditure (i.e. sole supplier).
25.12 A rebate of 0.5% of annual turnover shall apply when the average order
value increase by a target of 20%.
25.13 The additional rebates as detailed in 25.8 through 25.12 in the Instructions
to Tenderers shall not exceed 3.5% on any single transaction.
25.14 The rebate for annual turnover to the Participating Bodies shall be payable
to the Participating Body via the Authorised Officer. It shall be in the form
of a credit note or cheque.
25.15 A discount of 1% shall apply for those Participating Bodies that request
deliveries to site (to be distributed by the Participating Bodies) from the
25.16 A discount of 2% shall apply for those Participating Bodies that request
bulk deliveries (delivery in Pallets) from the Contractor.
25.17 In addition to the retrospective rebates payable to the Participating Bodies
the lead Borough will be paid an additional 0.25%. This is based on the
total invoiced spend across the Contract over the previous six months and
must be paid every six months based on invoiced spend over the previous
six months. The first payment shall be calculated using the invoiced spend
from 1 April 2010 to 31 September 2010 and every six months thereafter
and shall be payable by the Contractor within 30 days. This payment to
the lead Borough is not linked to the aged debt of any other Participating
25.18 If a discount for the different methods of provision of the service is offered
to the Participating Bodies the Contractor shall ensure that all invoices are
detailed according to each Participating Bodies requirement.
25.19 Invoices or credit notes must normally be rendered no more than one
month following the delivery or collection of goods. Invoices not rendered
within this period which are then not capable of verification may not be
paid and the Participating Body shall have no liability to the Contractor for
non payment in these circumstances.
25.20 Failure properly to submit correct invoices will result in delays in payment.
The Participating Body will consider invoices to have been properly
submitted only when in accordance with paragraphs 25.4 to 25.6 and in
accordance with the prices stated in the Pricing Schedule or the agreed
price of the substituted standard and will suffer no loss of any settlement
25.21 If a discount for early settlement of an invoice is offered to the
Participating Body the Contractor shall agree any arrangements, which
needs to be made for payment with the individual Participating Body. For
the avoidance of doubt the Participating Body will consider early
settlement discount to be applicable from the date of receipt of the invoice
by the Participating Body and not the invoice date.
25.22 If the early settlement time limit cannot be met, the Participating Body shall
pay the invoice value (subject to validation and the Participating Body's
entitlement to set-off sums in accordance with Clause 21 of the Contract
Conditions) within 30 days from receipt of a correct invoice.
25.23 The Participating Body will not authorise any payments, which do not
comply with this procedure.
25.24 The Participating Body shall only accept separate credit notes raised for
each Participating Body Purchase Order.
25.25 Credit notes for invoices where the price is not in accordance with the
price stated in the Pricing Schedule or the relevant price list shall be
rendered within one month of the credit note being requested.
25.26 The Contractor shall provide a credit note or cheque for the total sum due
for the relevant year’s rebate within 30 days from that period.
25.27 The Contractor shall authenticate documentation in respect of the annual
turnover figure on which the rebates are calculated.
25.28 All invoice queries made by the Contractor with respect to payment should
be directed to the Participating Bodies Section(s).
25.29 All invoice queries made by the Participating Bodies to the Contractor shall
be responded to within 48 hours.
25.30 All statements if required by Participating Bodies, submitted by the
Contractor shall show the Participating Body Purchase Order number and
the total costs appertaining to each order. All statements should only list
the invoices and credit notes, which are outstanding to the Participating
Body and shall not state any invoices previously paid.
25.31 It will be the Contractors responsibility to “match” credit notes to invoices
and to delete both from the statement before issuing to the Participating
26. BASIS OF PRICES
26.1. All-Inclusive Pricing
26.1.1 Prices quoted by the Contractor at which ordered goods are to be
charged shall include the cost of all contingencies including a rise in
the cost of materials, fuel, labour, delivery charges and all other costs
including packing, off-loading to site and all ancillary charges. Prices
quoted shall, however, be exclusive of Value Added Tax (VAT). No
charge will be made for pallets or stillages.
26.2. Commencement Prices
26.2.1. Commencement prices for items listed in the Pricing Schedule shall
be fixed at the prices specified by the Contractor in the completed
Pricing Schedule following the reverse e-auction for the period as
a) Office Stationery non paper products 1 April 2010 to 31 March
b) Office Stationery paper products 1 April 2010 to 31
September 2010 inclusive
c) Office machines 1 April 2010 to 31 March 2011 inclusive.
d) Electronic Office Supplies 1 April 2010 to 31 March 2011
26.2.2. Commencement prices for goods not listed in the Pricing Schedule
shall be as stated in the relevant catalogues current at 1 April 2010
less the discount offered by the Contractor as shown below in the
schedule of rates Schedule 3 and shall be fixed for the period as
shown in clause 26.3.2 and 26.3.3.
26.3. Variations to the Pricing Schedules.
26.3.1 It is expected that the Contractor will agree with the Lead Authority
the variations to each of the Pricing Schedules based on a number of
factors. This should include but not be limited to the price indices
listed below, other market changes, and results of benchmarking
26.3.2 The Fixed Price Periods and associated Review Dates for the review
of prices under this Contract shall be annually as per the below
timetable for Office Stationery (except for associated paper based
products), Office Machines and Electronic Office Supplies:
Fixed Price Period
Year Review Date Indices review period
1 Fixed 1 April 2010 31 March 2011
1 February Sept 2010 to February
2 1 April 2011 31 March 2012
1 February Sept 2011 to February
3 1 April 2012 31 March 2013
1 February Sept 2012 to February
4 1 April 2013 31 March 2014
26.3.3 The Fixed Price Periods and associated Review Dates for the review
of prices under this Contract shall be six monthly as per the below
timetable for Office Stationery paper products only:
Fixed Price Period
Year Review Date Indices review period
Fixed 1 April 2010
September April 2010 to September
1 October 2010 31 March 2011
October 2010 to March 31 September
March 2011 1 April 2011
September April 2011 to September
1 October 2011 31 March 2012
October 2011 to March 31 September
March 2012 1 April 2012
September April 2012 to September
1 October 2012 31 March 2013
October 2012 to March 31 September
March 2013 1 April 2013
September April 2013 to September
1 October 2013 31 March 2014
26.3.5 The relevant Index for the various products to be supplied under this
Contract shall be as follows:
Description Appropriate Index Period
Office Stationery, Office Retail Price Index, as published in the Monitored yearly
Machines, Electronic Office for National Statistics “Monthly
Office Supplies Digest of Statistics
Office Stationery - paper Paper Market Digest Monitored every six
26.3.6 All price variations shall be based on percentages, which have been
rounded up or down to one decimal point. Rounded upwards will take
place whenever the second decimal point equals or exceeds 5, and
downwards for all smaller figures
26.3.7 Should any of the above price indices cease to exist, then the
Participating Bodies and the Contractor shall agree to the substitute
of such alternative index as most closely represents fluctuations in
the price of the relevant product, and in the event of the failure to
reach such agreement within a reasonable time, the Participating
Bodies decision shall be final.
26.3.8 On or before the review date the Contractor shall advise the
Participating Bodies of movements in all the relevant Indices,
supplying copies of the latest published information.
26.3.9 The Contractor shall advise the Participating Body of whether
movements in the various indices for the Indices Review Period
indicate an increase, decrease or no change in the price of the
various products. Any requested or approved changes to prices must
be advised in core list format, showing the intended increase or
decrease in £ and % per item, with the total consortia overall £%
increase or decrease based upon last price period use. The report to
be provided to and agreed by the London Borough of Havering
Contract Administrator and nominated officer for each Participating
Body prior to any active increase or decrease in prices.
26.3.10 Where any such figures are available to the publishers of the
relevant Index but not published, the Contractor shall obtain a
confirmatory note from the publishers of the relevant Index advising
of the figures for the unpublished Indices and forward a copy of the
confirmatory note to the Participating Bodies.
26.3.11 Upon receiving the information required by Clause 26.3.7 to 26.3.10
above, the Participating Bodies may request copies of any such
further documentation as it may reasonably require and as is
necessary to assist it in assessing the Contractor’s assessment of
price variations and the Contractor will supply such copy
documentation as soon as is practicable.
26.3.12 Should the indices detailed above exceed the rate of inflation
Participating Bodies will require evidence of manufacturers or
importers price changes, including details of any discounts offered to
the Contractor by the manufacturer or their agent.
26.3.13 The Contractors proposed rate of increase for core items should not
under any circumstances exceed the average increase of the
Contractors catalogue prices for non-core items.
26.3.14 The price for the Fixed Price Period following any given Review Date
shall be increased or decreased from the price prevailing at the
Review Date by the following formula for those items for which a
change is proposed:
(i) The price for the fixed price period = [The previous price] plus (+)
or minus (-) [the previous price times (x) the percentage increase or
decrease]. The calculation of the percentage shall be as 26.3.14
(ii) To obtain the percentage increase or decrease the contractor shall
use the two indices applicable at the dates detailed in 26.3.2 and
26.3.3 (Indices Dates) according to the following formula:
Index for the latest date minus (-) index for the previous date x
Index for the previous date
(iii) The resulting price shall be rounded upwards to the nearest penny
26.3.15. Any price variation shall only take effect from the first date of the
relevant Fixed Price Period and will be fixed at that level for the
duration of that period.
26.3.16 If the Contractor does not provide a proposed price variation by the
appropriate review date it will be at the Lead Body’s discretion as to
the commencement date of changes to the fixed price period if at all.
26.3.17 If there is dispute as to the proposed price variation it will be the
Lead Bodies decision as to the price variation to be applied.
26.3.18 Any Purchase Order placed by a Participating Body with the
Contractor within a given Fixed Price Period shall be at the price
prevailing for that Fixed Price Period and irrespective of when
delivery in response to the order might be made.
26.4 Variations to Price of Non-Scheduled Items
26.4.1. Prices for goods not listed in the Pricing Schedule shall be as stated
in the relevant catalogues current at the various Review Dates less
the discount offered by the Contractor in the relevant Pricing
Schedule. Prices for these items shall be fixed for the period stated
in the relevant Pricing Schedule.
26.4.2. The Contractor shall within 14 days after each Review Date advise
the Participating Bodies of any changes to prices in the relevant
26.4.3. The Contractor shall supply at its own cost copies of the Catalogue
Price Lists current at any particular Review Date to all Customer
Departments within one month of the date of review agreement.
26.5 Prices for increased product usage
26.5.1 Where increases in purchasing patterns occur the Contractor will be
required to review a decrease in net unit price at the next review date
and should include into core list if not already included.
26.6. Substitute Goods
26.6.1. Should the Contractor not be able to supply goods of a quality and
standard as stipulated in the Pricing Schedule, the Contractor shall
supply substitute goods of equivalent or superior quality with
agreement of the Purchase Order originator. This is particularly
important when substituting a competitor brand e.g. for print room
paper where the colour range may vary. At a price not exceeding the
Schedule Price for as long as the Contractor is unable to supply the
27. CORE ITEM REPLACING NON-CORE ITEMS
27.1 The Contractor is expected to take full account of market changes relating
to the supply under the terms of the contract to ensure continuous
improvement and best value for Participating Bodies. This may include but
not be limited to:
27.1.1 Providing regular commentary on Management Information Reports
highlighting trends, opportunities for performance / savings
improvements, including quarterly reviews of the core and non-core
price lists using previous usage data to recommend the inclusion and
exclusion of any product lines.
27.1.2 Recognising any areas, which may be a cause for concern and
proposed action for addressing those concerns, to include price,
delivery and other performance indicators.
28. INFORMATION AND USAGE REPORTS
28.1. The Contractor shall give free and unhindered access to all information
and documents relating in any way to the Contract on request by the
28.2. The Contractor shall submit to the Participating Bodies Authorised Officer
as required the following Contract Information and Usage Reports in hard
copy or electronic means:
A monthly report showing separately the overall expenditure by the
Participating Body for items ordered and detailing the number of
orders placed product quantity and value, for each month and
cumulatively each year.
A report detailing the number of orders which are below a certain
value which shall be determined by the individual Participating Body.
A database of delivered items detailing the following
Unit of supply
Price of unit of supply
Product descriptions to be reconcilable with core list of net price
items. If they are not core list items, your catalogue description
including the brand and catalogue reference number where
applicable (v) the order point reference
Your order reference
The site to which delivery was made
Whether the item price shown is from the core list or priced on a list
less discount basis
The price per unit
The extension price for the order line
Summaries, likely frequency quarterly:
28.3 Consolidations (volumes and values) of expenditure on:
items supplied on a list less discount basis
Monthly summaries of branded items or other higher priced
alternatives purchased, which the core list already covers with ‘own
overall values of core and non core purchases shown separately
non stationery purchases
order summaries (values) by location
In line with Participating Bodies’ commitment to the Mayors Green
Procurement Code the vendor shall provide overall values and a
breakdown of the different quantities and values of green range
products by location.
The Contractor shall provide any other format of reports as may be
requested by the Participating Bodies.
29. VARIATIONS TO THE PRICING SCHEDULE
29.1 Without prejudice to the provisions of Contract Conditions Clause 3 and
Specification of Service clause 12 the Pricing Schedule may not be altered
except as provided for by this Contract or otherwise directed by the
Participating Body. Throughout the Contract period the Contracting
Authority shall be entitled to direct the Contractor to add to or omit from or
otherwise vary the Pricing Schedule, provided that such directions shall at
all times be reasonable and made in good faith and by written notice
issued by the Contracting Authority. The Contractor shall carry out such
variations and be bound by the same Conditions of Contract so far, as is
30. SERVICE LEVELS AND KEY PERFORMANCE INDICATORS
30.1 The Service Levels described here will be the benchmarks against which
all Key Performance Indicators are produced and measured. The service
levels set are the minimum that the LCSG and participating bodies expect
to be achieved.
30.2 The service levels offered below cover a range of criteria that have been
identified, as the main aspects of the contract and that will be measured to
ensure continued satisfaction. During the implementation period and
throughout the life of the contract, these performance indicators may be
added to or amended by mutual agreement with the Contractor.
Service Levels Target
All Calls to be answered within 10 rings 100%
Helpdesk to be available between 9am and 5.30pm Monday to
Friday (excluding Bank Holidays)
Queries relating to products, pricing and delivery to be resolved
within 24 hours
All customer complaints to be acknowledged within 24 hours of
All customer complaints to be resolved within 5 days of
Minimum of 7 days notice of change in personnel 100%
Local Review Meetings (local participating borough) Quarterly
Contract Review Meetings (lead Borough) Quarterly
Stock Availability and Product Quality
Maintain adequate stock levels of all contract items in line with
known trends ready for next day delivery
Customer to be contacted within 4 hours upon receipt of order in
the event of no stock situation and offered equitable alternative 100%
product or advised of delivery date
Delivery and Returns
Core items to be delivered next day, provided receipt has been
made prior to agreed cut off
Office Product Non Core items to be delivered within 2 working
Special items to be delivered within 7-10 working days 99%
Returns to be collected within 3 working days 99%
Pick and Pack Accuracy 99%
Invoicing and Payment
Payment will be received by purchase cards on all orders for 100%
X will receive transactional invoices 100%
X will receive monthly consolidated invoices 100%
Meeting minutes to be distributed to all attendees within 5
working days of meeting
Monthly Reports to be delivered by the 5th working day of each
Quarterly Management Information must be in line with the
agreed requirement and delivered by the 10th working day of each 100%
Minimum of 30 days notification of price changes 100%
1.1 The Schedule of Products represents the most popular items (core list) of
Office Stationery, Office Machines and Electronic Office Supplies
2. CORE PRODUCT LIST
2.1 Prices for all products shall be fixed for the periods as shown in clause
26.3.2 and 26.3.3 of Schedule 2.
2.1.1 Office Stationery – as per appendix A
2.1.2 Office Machines – as per appendix B
2.1.3 Electronic Office Supplies – as per appendix C
3. NON-CORE ITEMS
3.1 The Contractor shall state below the discounts applicable for all non core
items purchased from the contractors’ Catalogue which shall be fixed for
the period as shown in clause 26.3.2 and 26.3.3 of Schedule 2.
3.1.1 Office Stationery up to 48%
3.1.2 Office Machines up to 40%
3.1.3 Electronic Office Supplies
EOM products up to 35%
EOS remanufactured products up to 45%
Add name of LCSG Member (1)
ACCESS AGREEMENT FOR THE SUPPLY AND DELIVERY
OF OFFICE STATIONERY, OFFICE MACHINES AND
ELECTONIC OFFICE SUPPLIES
THIS AGREEMENT is made this day of
(1) [Add LCSG Member name] of [add LCSG Member address] (the
“Participating Body”); and
(2) Office Depot (UK) Ltd whose registered company number is 2654582
and whose registered office is situate at 501 Beaumont Leys Lane,
Leicester, LE4 2BN ("the Contractor").
(1) On the 1st of April 2010 the Mayor and Burgesses of the London
Borough of Havering (the “Lead Authority”) entered into a framework
agreement with the Contractor for the provision of Print Room and Bulk
Paper (“the Framework Agreement”).
(2) The Framework Agreement includes provision for other public bodies
by means of an Access Agreement (as defined therein) to contract with
the Contractor on the terms and conditions set out in Schedule 1 to the
Framework Agreement so that such public bodies can access volume
discounts provided by the Contractor.
(3) This Agreement is an Access Agreement for the purposes of the
IT IS HEREBY AGREED:
1. Contractual Obligations
1.1 This Access Agreement is supplemental to the Framework Agreement.
Any terms which are not separately defined herein shall be construed in
accordance with the definitions set out in the Contract Documents
annexed to and forming part of the Framework Agreement.
1.2 Except where otherwise stated, references to Clauses and Schedules
are to clauses of and schedules to this Access Agreement.
1.3 The Contractor shall provide the Services to the Participating Body and
shall be bound by the rights and obligations of the Contractor in
accordance with the terms and conditions set out in the Contract
Documents annexed to and forming part of the Framework Agreement
as if it were named as the “Contractor” throughout.
1.4 The Participating Body shall pay the Contractor in consideration of the
Contractor providing the Services (as defined in the Framework
Agreement). Such payment shall be made in accordance with the terms
and conditions set out in the Contract Documents and the Participating
Body shall accept and be bound by the rights and obligations of the
“Council” (being the term used for the Lead Authority in the Framework
Agreement) as set out in the Contract Documents as if it were the
1.5 The Participating Body and the Contractor agree that the terms and
conditions set out in the Framework Agreement shall be varied as set out
in Clause 5 below and the Schedule hereto. For the avoidance of doubt,
these variations shall apply only to the Service Contract set up by this
Access Agreement and shall not apply to any other arrangements set up
under the Framework Agreement.
2. Variations between the Lead Authority and the Contractor
2.1 Any variation to the Framework Agreement made between the Lead
Authority and the Contractor shall automatically amend the Service
Contract set up by this Access Agreement from the date of that variation
as though the Contractor and the Participating Body had agreed such
3. Lead Authority’s Indemnity
3.1 Each party acknowledges and agrees to fully indemnify the Lead
Authority against all actions, claims, costs, expenses and damages
brought against or suffered by the Lead Authority arising out of that
party’s breach this Access Agreement except where such actions,
claims, costs, expenses and damages are brought against or suffered by
the Lead Authority due to the negligence of the Lead Authority
3.2 The Parties agree and acknowledge that where the Lead Authority is
found liable for any actions, claims, costs, expenses and damages
brought against or suffered by it that arise in part due to negligence,
default, fraud, or breach of contract by either of the Parties then each
Party shall fully indemnify the Lead Authority in respect of that part of the
actions, claims, costs, expenses and damages for which they caused or
are responsible for.
4. Duration and Termination
4.1 The Participating Body appoints the Contractor to provide the Services
from the Service Contract Commencement Date for the Service Contract
Duration, unless terminated earlier.
4.2 Where either Party decides to terminate this Access Agreement in
accordance with Clause 29.1 of the Contract Conditions, the Party
wishing to terminate shall issue a six month notice to the other Party.
During this period negotiations shall take place between the Contractor
and the Participating Body, which shall keep the Lead Authority informed
thereof in order to arrange a mutually satisfactory withdrawal from the
obligations set out in the relevant Service Contract. The Party providing
such notice shall act in good faith at all times during such negotiations.
4.3 Where the Lead Authority terminates the Framework Agreement and the
Contractor and the Participating Body decide that the Contractor should
continue to provide the Services, the Contractor and the Participating
Body shall indemnify the Lead Authority against any liability arising after
the date of the termination of the Framework Agreement in respect of the
5. The Schedule and the Special Conditions
5.1 The name and contact and other details of the Participating Body and
other terms which will apply specifically to the Service Contract made
between the parties hereto are as set out in the Schedule.
5.2 The Parties agree that for the purposes of this Agreement only the terms
of the Framework Agreement shall be varied in accordance with the
Special Conditions (if any) set out in the Schedule.
IN WITNESS whereof the parties have executed this Agreement as a Deed
the day and year first before written:
THE COMMON SEAL OF [add LCSG Member name] )
was hereunto affixed )
in the presence of:- )
Signed as a Deed by Office Depot (UK) Ltd
Name of Participating Body:
Address of Participating Body:
Contact Details for Authorised Officer:
Contact Details for Account Manager:
Service Contract Commencement Date:
Service Contract Duration:
[Any Special Conditions: to be agreed between the Public Body and the
Contractor to be listed here to include (if relevant):]
1. The Tenderer shall explain on the pages below how the Tenderer plans
the execution of the services.
Tenderers must address the following in their Method Statements: -
1. Account management,
2. Delivery procedures,
3. Distribution process, returns process
4. Call centre, complaints procedure
5. Best value
6. Contract implementation
Statement Describe how you propose to account manage this contract, it is For Officia
Number expected that all Participating Bodies will require as a minimum Purposes
review meetings on a quarterly basis and thereafter support as Only
1 operationally necessary.
Account management that is tailored to your requirements
LCSG will continue to benefit from your dedicated Office Depot
Account Management Team, which supports each individual
Participating Body and helps you to achieve your key objectives as a
Each Participating Body has its own Office Depot Account Manager.
If you choose to stay with us, you will limit the disruption on the
service you currently receive. LCSG currently has 5 dedicated
Account Managers and there are a further 17 Account Managers
who are part of our larger Public Sector team. And so, when more
Participating Bodies join the new framework, we have plenty of
experienced, professional resource in place to provide all the
support you need.
Each Account Manager has a ‘buddy’. Should a Participating Body’s
Account Manager be unavailable because of holiday, illness or
emergency, they will still have first line assistance from an
experienced Account Manager, aware of their requirements.
Essential communication across the framework
Our established support structure is detailed below:
Key OD contact Review Management
LCSG Office Depot Quarterly Quarterly
Management Team (by 10th day of
Participating Individual Account Quarterly Monthly (by 5th
bodies Manager (and working day of
All reviews focus on driving continual improvement, including:
generating savings, increasing compliance, improving service
efficiencies, increasing environmental spend, reducing carbon
footprint and driving eBusiness. We are aligned to your objectives.
Additionally, your Account Managers are available for ad hoc
meetings and to provide any other support to LCSG and its
participating bodies whenever required.
Delivering LCSG objectives by engaging with end users
LCSG has experienced our proactive approach to communication.
We will continue to deliver initiatives including, but not limited to
themed road shows, newsletters, end user training and green
Statement Detail your delivery procedures, % of orders delivered first time. For Official
Number What are your methods for ensuring deliveries are on time and to Purposes
Contract standard and how back orders are dealt with. Only
2 Detail measures to ensure that your supply chain meets
corporate social responsibilities e.g. ethical trading, child labour
and fair trade.
Flexible delivery procedures, tailored to your Participating Bodies’
needs LCSG will receive its deliveries from Office Depot next day
(or on your chosen date). Currently LCSG receives 75% of its
orders from Office Depot on a desk-to-desk basis.
Deliveries will continue to be made by Office Depot trained,
uniformed drivers in liveried vehicles. All our drivers have a
‘buddy’ that is familiar with their route, so if your regular driver is
off, your orders will still be delivered by a driver that understands
your requirements, driving consistency and continuity. Our drivers
are CRB checked, with considerable experience of delivering to
sensitive locations, including schools.
In the 12 months to September 2009, 99.1% of LCSG’s core list
items were delivered first time. Our Mobilecast, Territory Planner
and Roadnet Scheduling systems ensure your deliveries are
made using the speediest and most efficient approach.
We are currently trialling cargo cycles (in partnership with LCSG);
this will deliver further time and environmental efficiencies in the
city of London.
A unique approach to ‘on time, accurate and complete’ deliveries
Traditionally in our industry, customer satisfaction is measured by
looking at isolated metrics, such as line fill or next day
performance of the transport fleet. Office Depot looks at every
aspect of its business including order entry, picking, packing and
delivery. Since 2007, this holistic approach has resulted in the
following improvements in our service:
Transport failures have reduced by over 750%, to just 1.5%
Warehouse Backorders are down to 0.2%
Customer Services Errors are down to 0.2%
Keeping back orders to a minimum
To reduce the number of back orders, a minimum of 99.5% of
LCSG’s core lines will be in stock at all times. If you place an
order and an item is not in stock, our Customer Service Team will
telephone the end user within 4 hours to provide an alternative
product at the same price or to advise on an exact delivery date.
An ethically and environmentally responsible supply chain
We monitor and audit all of our suppliers to ensure that they meet
our guiding principles for labour standards, health and safety, and
These guidelines are created with reference to international
industry best practices; local laws and regulations; and elements
of externally monitored codes of conduct, such as SA 8000. Our
Merchandising Team or third party auditing firm, STR-RS,
complete the supplier audits. We stock and encourage the
procurement of Fair Trade Products.
Statement Describe your distribution process, the location of your For Official
Number distribution depots that you propose to use to service the Purposes
3 contract. Describe how goods are packed for arrival. Include in Only
this statement the environmental aspects of the packaging and its
suitability for recycling including the use of re-usable type
containers. What are your procedures for dealing with returns,
what is the standard period of time for collections to be made
from time of request for return.
A two tier distribution network covering all your Participating
By choosing Office Depot, LCSG will continue to benefit from our
two-tier distribution network. Your orders will be picked and
packed at our hi-tech Leicester Distribution Centre and trunked
overnight to the delivery hubs for delivery the next morning. The
majority of your orders will be delivered from our Crawley,
Heathrow and Purfleet hubs.
Using state of the art technology to pack your goods
Our Leicester Distribution Centre, currently used for LCSG’s
orders, contains the latest automated technology. The advanced
automatic and semi automatic picking systems enable us to
increase picking quantities and speed, whilst reducing errors.
Recycled packaging, fully recyclable
LCSG’s orders will not have excess packaging. We choose the
cartons (or 100% recycling mailing pouches) for your orders
based on the weight and size of the order, minimising waste. We
use Jivaro Box Cutting machines, which cut down the size of the
carton to fit the contents, reducing the need for filler packaging
and sending all cut-offs for recycling.
LCSG’s orders will be delivered in packaging that contains a high
percentage of recycled material and is completely recyclable. As
part of our packaging reduction programme, we have increased
the amount of recycled material in our cardboard cartons from
60% to as much as 80% (dependant upon size). The outer liner
the only paper in the carton that contains virgin fibres and this
helps to resist water as well as providing a stable surface for the
application of delivery labels.
Office Depot is currently testing the viability of using tote bins to
deliver to selected customers (inc London Borough of
Southwark). This will reduce the amount of transit packaging we
use as the tote bins are re-usable and fully recyclable. We will be
happy to discuss introducing this initiative to LCSG if the trials are
Improvements to our packaging and logistics processes deliver
real environmental benefits. As well as reducing the number of
deliveries made and miles travelled by our vehicles, we will
despatch 5.258 million fewer parcels in 2009 then we did in 2007.
A quick and simple returns process
If a Participating Body needs to return any product under Office
Depot’s returns policy, we a simple process for collecting the
The Participating Body can call, e mail or advice through
Office Depot’s online that they have items that need to be
The dedicated customer services team will provide you with a
The driver will rectify the delivery and collect the
incorrect/damaged goods the next working day (LCSG SLA
is 3 days)
Finally a credit will be issued within 7 working days of
collection of goods.
Statement How does your call-centre and/or response centre operate For Official
4 What is your procedure for handling complaints. What is the point Only
of contact for complaints, include in this statement actions that
would be taken in various stages of complaints handling including
A dedicated Customer Service Team for LCSG
LCSG’s dedicated customer service team is based in Andover.
You have 6 customer service representatives (CSR’s) who are
the first point of contact for placing orders (outside of Office
Depot online and eProcurement solutions) and deal with any
queries LCSG may have. Five more members of the Local
Government Team are familiar with your contract and have
knowledge and experience to support you and act as backup
Your end users can contact your dedicated customer service
team between 08.00 – 18.00 Monday to Friday. You can reach
the team using free phone, free fax and e mail currently in use. In
line with the existing agreement your call will be answered within
10 rings (98.8% of LCSG’s calls are currently answered within 3
To ensure LCSG receives the best possible level from our CSR’s,
we have dedicated Customer Service Assistants (CSA’s) that
deal with administrative duties, such as keying orders. This allows
the CSR’s to focus on resolving queries.
Established procedures for complex issues formal complaints
LCSG and Office Depot have an established complaints
procedure and routes for escalation
Initial Escalation Escalation Resolution
contact 1 level 2 level (max)
End user Raise with Relevant Managing 24 hrs
query customer dept – via Director’s
services query Office
End user Raise with Managing Respective 3 days
complaint customer Director’s dedicated
services Office Account
Framework Dedicated Karen David 5 days
concern account Williams Murphy
manager LCSG Director
Any complex issues or formal complaints from an end user are
passed to our dedicated customer care team, the Managing
Director’s office, managed by Debra Butting. This team exists
separately from you customer service team to ensure that issues
are given full attention by expert personnel whose sole function is
to resolve complaints. Should a complaint be made, it will be
acknowledge within 24hrs and we will resolve the complaint
within 5 working days of notification.
Statement The Member Authorities are working towards a Best Value For Official
Number approach and one of the basic principles if Best Value is Purposes
5 continuous improvement in service provision and quality within a Only
limited budget. The Tenderer shall explain how it proposes to
achieve this in a measurable way. Please give examples of how
year on year improvements will be achieved in the performance
of the Contract and customer services provided by managerial,
administrative and technical staff.
A Partnership Approach to Best Value
LCSG will receive all the support it requires from Office Depot to
fulfil its best value duty, as outlined in clause 37 of the Terms and
Conditions. This includes
Providing information about Office Depot, including access
to our premises, staff, documents, data and processes.
Providing comprehensive management information that
provides details of contract performance and
Providing assistance and information required for LCSG to
compare the quality, standard, performance and delivery
with other organisations.
Assisting in consultation exercises (including user
Tailored proposals for service improvement
LCSG will receive proposals for service improvements annually,
with quarterly monitoring and measuring through our customer
balanced score card. This will include a review of performance
indicators and targets, outlining timescales for the implementation
of our proposals where applicable. On a quarterly basis, we will
also proactively suggest efficiency savings through initiatives
such as consolidating deliveries, implementing automatic product
switches, introducing electronic invoicing and rationalising
Your dedicated Contract Manager, Karen Williams and the
Account Managers will work closely with LCSG and the
Participating Bodies to prepare these proposals for service
improvements and service efficiency savings. A partnership
approach is important when setting objectives for each year of
the contract, making certain we deliver improvements that match
An established track record of delivering continuous
Throughout our working relationship, Office Depot has
consistently delivered improvements to the LCSG contract
(see below). This will continue to be a core focus for us in the
new contract and we will deliver further improvements as
2005/06 2008/09 2011/12
Average £104.16 £129.83 £175.00
Percentage 36.46% 25.19% <10%
of low value
Percentage 28.7% 54.63% <75%
Percentage 0% 18.9% <50%
Procurement 3.83% 15.49% <25%
Office Depot/ 26.44% 30.74% <40%
Environment 18.8% 21.17% <40%
With a key focus on delivering best value and reducing cost,
Office Depot commits to introducing significant savings, starting
with a 10% savings target in the first year of the Contract.
Statement Describe how you will implement this contract across all For Official
Number Participating Bodies, including proposed communication, launch Purposes
6 events. Only
Choose Office Depot for minimum disruption and greatest
For LCSG, choosing Office Depot as your supplier you will incur
zero cost of change and ensure an efficient implementation of the
Data is already held on our systems
We will cleanse all existing data held on our systems for
the existing Contract
Our knowledge, experienced customer service team is
already in place
Office Depot’s self registration site for our online ordering
reduces the amount of data collection required from a
Our team of telephone account managers will collect data,
make calls and ensure your end users are happy.
More ways to save with Office Depot
The new Contract is due to go live 1 April 2010. If LCSG chooses
Office Depot, we commit that all new pricing will go ‘’live’’ one
month in advance of the official Contract launch date.
The opportunity to further strengthen a successful relationship
The opportunity to further strengthen a successful relationship
Retaining this Contract and continuing our relationship with LCSG
is important to Office Depot. We will make maximum use of our
dedicated resources to ensure an effective contract re-launch
and integrate new Participating Bodies. Below we have
highlighted some of the key activities at Framework and
Participating Bodies level.
Implementation at Framework Level
We will hold a major re-launch at a prominent, Central
London site, aimed at procurement teams across all
framework members. This is an ideal opportunity to
- Introduce Office Depot’s implementation and
Account management teams.
- Further develop our relationship with existing
- Launch the Contract to new and possible future
Benefits seminars will also be held, to promote the
advantages of the new Contract.
Implementation for Participating Bodies
Undertake a data cleanse for existing Participating Bodies
Hold training seminars for online and eProcurement
Launch days at your Participating Bodies’ sites will
promote the new Contract and let end users see the
products, collect a catalogue and have questions
We will send out eBlasts to end users to keep them
informed: countdown letters, welcome letters, invites to
launch days and training seminars, information on self
registration website. eBlast materials can be loaded onto
LCSG intranet sites.
New Contract documents will be uploaded to Filing Tray
(our secure online document storage website) and we will
update Participating Bodies’ Office Depot online bulletin
Our customer service and eSupport teams will be available
High levels of usage of the Contract will deliver LCSG the best
value and highest savings. We will market the new Contract
across all framework members to achieve maximum end user
awareness, driving Contract compliance and minimising leakage.